Edgar Filing: INTREXON CORP

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

KIRK RANDAL J

2. Issuer Name and Ticker or Trading Symbol
INTREXON CORP [XON]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chief Executive Officer

(Last)

(First)

(Middle)

C/O THIRD SECURITY, LLC, 1881 GROVE AVENUE

3. Date of Earliest Transaction (Month/Day/Year)
05/31/2016

(Street)

RADFORD, VA 24141

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/31/2016		A		32,854 ⁽¹⁾	A	$ 24.35 ⁽¹⁾	182,476	I	by Third Security ⁽⁴⁾
Common Stock	05/31/2016		A		6,506 ⁽²⁾	A	$ 30.74 ⁽²⁾	4,896,818	I	by R.J. Kirk DOT ⁽⁴⁾
Common Stock	05/31/2016		J⁽³⁾		1,196,077 ⁽³⁾	D	⁽³⁾	0	I	by NRM IV ⁽⁴⁾
Common Stock	05/31/2016		J⁽³⁾		334,737 ⁽³⁾	A	⁽³⁾	5,231,555	I	by R.J. Kirk DOT ⁽⁴⁾
Common Stock	05/31/2016		J⁽³⁾		73,763 ⁽³⁾	A	⁽³⁾	311,287	I	by Staff 2001 ⁽⁴⁾
Common Stock	05/31/2016		J⁽³⁾		335 ⁽³⁾	A	⁽³⁾	1,403	I	by Lotus ⁽⁴⁾
Common Stock	05/31/2016		J⁽³⁾		8,977 ⁽³⁾	A	⁽³⁾	139,052	I	by JPK 2008 ⁽⁴⁾
Common Stock	05/31/2016		J⁽³⁾		8,977 ⁽³⁾	A	⁽³⁾	140,007	I	by MGK 2008 ⁽⁴⁾
Common Stock	05/31/2016		J⁽³⁾		8,977 ⁽³⁾	A	⁽³⁾	114,181	I	by ZSK 2008 ⁽⁴⁾
Common Stock	05/31/2016		J⁽³⁾		20,976 ⁽³⁾	A	⁽³⁾	720,562	I	by JPK 2009 ⁽⁴⁾
Common Stock	05/31/2016		J⁽³⁾		20,976 ⁽³⁾	A	⁽³⁾	850,355	I	by MGK 2009 ⁽⁴⁾
Common Stock	05/31/2016		J⁽³⁾		2,016 ⁽³⁾	A	⁽³⁾	75,684	I	by ZSK 2009 ⁽⁴⁾
Common Stock	05/31/2016		J⁽³⁾		24,583 ⁽³⁾	A	⁽³⁾	843,044	I	by JPK 2012 ⁽⁴⁾
Common Stock	05/31/2016		J⁽³⁾		3,952 ⁽³⁾	A	⁽³⁾	135,033	I	by Kellie L. Banks LTT ⁽⁴⁾
Common Stock	05/31/2016		J⁽³⁾		118,266 ⁽³⁾	A	⁽³⁾	118,266	I	by Senior Staff 2006 ⁽⁴⁾
Common Stock	05/31/2016		J⁽³⁾		59,133 ⁽³⁾	A	⁽³⁾	59,133	I	by Staff 2006 ⁽⁴⁾
Common Stock	05/31/2016		J⁽³⁾		19,711 ⁽³⁾	A	⁽³⁾	19,711	I	by Incentive 2006 ⁽⁴⁾
Common Stock								6,649,997	I	by Kapital Joe ⁽⁵⁾
Common Stock								5,483,957	I	by Mascara Kaboom ⁽⁵⁾
Common Stock								58,800	I	by Sr. Staff ⁽⁵⁾
Common Stock								179,199	I	by ADC 2010 ⁽⁵⁾
Common Stock								940,426	I	by MGK 2011 ⁽⁵⁾
Common Stock								1,356,648	I	by Senior Staff 2008 ⁽⁵⁾
Common Stock								1,356,648	I	by Staff 2010 ⁽⁵⁾
Common Stock								678,323	I	by Incentive 2010 ⁽⁵⁾
Common Stock								22,636,052	I	by NRM V ⁽⁵⁾
Common Stock								13,340,645	I	by NRM VI Holdings ⁽⁵⁾
Common Stock								243,001	I	by NRM VII Holdings ⁽⁵⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
KIRK RANDAL J C/O THIRD SECURITY, LLC 1881 GROVE AVENUE RADFORD, VA 24141	X	X	Chief Executive Officer

Signatures

/s/ Randal J. Kirk		06/02/2016
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	In accordance with the Services Agreement between Intrexon and Third Security, LLC ("Third Security") dated November 1, 2015 for services provided by Third Security to Intrexon Corporation ("Intrexon"), Intrexon shall pay to Third Security, on a monthly basis, such number of shares of common stock of Intrexon, rounded down to the nearest whole number, equal to a value of $800,000. Such value shall be based upon the closing price of the common stock of Intrexon on the NYSE on the 15th calendar day of each month (or, if such date is not a trading day, the most recent trading day prior to such date).
(2)	In accordance with the Restricted Stock Unit Agreement dated November 1, 2015 between Intrexon and Randal J. Kirk (the "Agreement"), each month Mr. Kirk will receive that number of shares of Intrexon common stock, rounded down to the nearest whole share, whose fair market value equals $200,000. The number of shares of Intrexon common stock are to become vested and payable based upon the closing price of the common stock of Intrexon on the NYSE on the last calendar day of each month (or, if such date is not a trading day, the most recent trading day prior to such date). Mr. Kirk has designated the R.J. Kirk Declaration of Trust ("R.J. Kirk DOT") to receive these shares.
(3)	On May 31, 2016, New River Management IV, LP ("NRM IV") 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. NRM IV held 1,196,077 shares of common stock of the issuer. The following entities in their capacities as partners of NRM IV, or designees, received shares: Third Security Staff 2001 LLC ("Staff 2001"), R.J. Kirk DOT, Lotus Capital (2000) Co, 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").
(4)	Randal J. Kirk controls each of Third Security, R.J. Kirk DOT, NRM IV, Third Security Staff 2001 LLC ("Staff 2001"), Lotus, JPK 2008, MGK 2008, ZSK 2008, JPK 2009, MGK 2009, ZSK 2009, JPK 2012, Kellie L. Banks LTT, Senior Staff 2006, Staff 2006 and 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.
(5)	Randal 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"), New River Management V, LP ("NRM V"), 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.

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