SEC Form 4 · accession 0001140361-17-028759
AquaBounty Technologies, Inc. · AQB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Jul 24, 2017
Accepted (ET)
Jul 26, 2017 · 5:30 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001603978
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F3 | Jul 24, 2017 | J | 338,816 | $0.00 | D | 0 | I | by NRM V |
| Common StockF1,F3 | Jul 24, 2017 | J | 121,231 | $0.00 | A | 200,519 | I | by R.J. Kirk DOT |
| Common StockF1,F3 | Jul 24, 2017 | J | 124,609 | $0.00 | A | 124,609 | I | by TSCP V |
| Common StockF2 | holding | — | — | — | 5,162,277 | I | by Intrexon | |
| Common StockF3 | holding | — | — | — | 5,775 | I | by Third Security | |
| Common StockF3 | holding | — | — | — | 4,659 | I | by Staff 2001 | |
| Common StockF3 | holding | — | — | — | 20 | I | by Lotus | |
| Common StockF3 | holding | — | — | — | 2,080 | I | by JPK 2008 | |
| Common StockF3 | holding | — | — | — | 2,095 | I | by MGK 2008 | |
| Common StockF3 | holding | — | — | — | 1,708 | I | by ZSK 2008 | |
| Common StockF3 | holding | — | — | — | 10,784 | I | by JPK 2009 | |
| Common StockF3 | holding | — | — | — | 12,726 | I | by MGK 2009 | |
| Common StockF3 | holding | — | — | — | 1,132 | I | by ZSK 2009 | |
| Common StockF3 | holding | — | — | — | 12,617 | I | by JPK 2012 | |
| Common StockF3 | holding | — | — | — | 2,021 | I | by Kellie L. Banks LTT | |
| Common StockF3 | holding | — | — | — | 1,770 | I | by Senior Staff 2006 | |
| Common StockF3 | holding | — | — | — | 885 | I | by Staff 2006 | |
| Common StockF3 | holding | — | — | — | 295 | I | by Incentive 2006 | |
| Common StockF4 | holding | — | — | — | 99,537 | I | by Kapital Joe | |
| Common StockF4 | holding | — | — | — | 82,083 | I | by Mascara Kaboom | |
| Common StockF4 | holding | — | — | — | 880 | I | by Sr. Staff | |
| Common StockF4 | holding | — | — | — | 3,199 | I | by ADC 2010 | |
| Common StockF4 | holding | — | — | — | 14,076 | I | by MGK 2011 | |
| Common StockF4 | holding | — | — | — | 20,306 | I | by Senior Staff 2008 | |
| Common StockF4 | holding | — | — | — | 20,306 | I | by Staff 2010 | |
| Common StockF4 | holding | — | — | — | 10,153 | I | by Incentive 2010 | |
| Common StockF4 | holding | — | — | — | 199,682 | I | by NRM VI Holdings | |
| Common StockF4 | holding | — | — | — | 3,637 | I | by NRM VII Holdings |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On July 24, 2017, New River Management V, LP ("NRM V") made a liquidating distribution of its assets to its partners in connection with the dissolution of the partnership in accordance with the terms of its Limited Partnership Agreement dated May 11, 2007. NRM V held 338,816 shares of common stock of the issuer. The following entities in their capacities as partners of NRM V, or designees, received shares: R.J. Kirk Declaration of Trust ("R.J. Kirk DOT") and Third Security Capital Partners V, LLC ("TSCP V").
- F2Randal J. Kirk, directly and through certain affiliates, is the largest shareholder of Intrexon Corporation ("Intrexon") and serves as Intrexon's Chairman of the Board and Chief Executive Officer. Mr. Kirk may therefore be deemed to have voting and dispositive power over the shares of the issuer owned by Intrexon. Shares held by Intrexon may be deemed to be indirectly beneficially owned (as defined under Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) by Mr. Kirk. Mr. Kirk disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein.
- F3Randal J. Kirk controls each of R.J. Kirk DOT, TSCP V, Third Security, LLC, ("Third Security"), Third Security Staff 2001 LLC ("Staff 2001"), Lotus Capital (2000) Company Inc. ("Lotus"), JPK 2008, LLC ("JPK 2008"), MGK 2008, LLC ("MGK 2008"), ZSK 2008, LLC ("ZSK 2008"), JPK 2009, LLC ("JPK 2009"), MGK 2009, LLC ("MGK 2009"), ZSK 2009, LLC ("ZSK 2009"), JPK 2012, LLC ("JPK 2012"), Kellie L. Banks (2009) Long Term Trust ("Kellie L. Banks LTT"), Third Security Senior Staff 2006 LLC ("Senior Staff 2006"), Third Security Staff 2006 LLC ("Staff 2006") and Third Security Incentive 2006 LLC ("Incentive 2006"). Shares held by these entities may be deemed to be beneficially owned (as defined under Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) by Mr. Kirk. Mr. Kirk disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein.
- F4Randal J. Kirk controls each of Kapital Joe, LLC ("Kapital Joe"), Mascara Kaboom, LLC ("Mascara Kaboom"), Third Security Senior Staff LLC ("Sr. Staff"), ADC 2010, LLC ("ADC 2010"), MGK 2011, LLC ("MGK 2011"), Third Security Senior Staff 2008 LLC ("Senior Staff 2008"), Third Security Staff 2010 LLC ("Staff 2010"), Third Security Incentive 2010 LLC ("Incentive 2010"), NRM VI Holdings I, LLC ("NRM VI Holdings") and NRM VII Holdings I, LLC ("NRM VII Holdings"). Shares held by these entities may be deemed to be beneficially owned (as defined under Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) by Mr. Kirk. Mr. Kirk disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein.