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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series A Convertible Preferred | $ 0.7757 | 03/08/2017 | P | 106 | (1) | (1) | Common Stock | 136,634 | (1) | 136,634 | I | by Kapital Joe (2) | |||
Series A Convertible Preferred | $ 0.7757 | 03/08/2017 | P | 3 | (1) | (1) | Common Stock | 3,867 | (1) | 3,867 | I | by Mascara Kaboom (2) | |||
Series A Convertible Preferred | $ 0.7757 | 03/08/2017 | P | 1,746 | (1) | (1) | Common Stock | 2,250,594 | (1) | 2,250,594 | I | by NRM VII (2) | |||
Series A Convertible Preferred | $ 0.7757 | 03/08/2017 | P | 1,161 | (1) | (1) | Common Stock | 1,496,529 | (1) | 1,496,529 | I | by Intrexon (3) | |||
Warrant to Purchase Common Stock | $ 0.8459 | 03/08/2017 | P | 136,634 | (1) | (1) | Common Stock | 136,634 | (1) | 136,634 | I | by Kapital Joe (2) | |||
Warrant to Purchase Common Stock | $ 0.8459 | 03/08/2017 | P | 3,867 | (1) | (1) | Common Stock | 3,867 | (1) | 3,867 | I | by Mascara Kaboom (2) | |||
Warrant to Purchase Common Stock | $ 0.8459 | 03/08/2017 | P | 2,250,594 | (1) | (1) | Common Stock | 2,250,594 | (1) | 2,250,594 | I | by NRM VII (2) | |||
Warrant to Purchase Common Stock | $ 0.8459 | 03/08/2017 | P | 1,496,529 | (1) | (1) | Common Stock | 1,496,529 | (1) | 1,496,529 | I | by Intrexon (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
KIRK RANDAL J C/O THIRD SECURITY, LLC 1881 GROVE AVENUE RADFORD, VA 24141 |
X | |||
INTREXON CORP C/O LEGAL DEPARTMENT 20374 SENECA MEADOWS PARKWAY GERMANTOWN, MD 20876 |
X |
/s/ Randal J. Kirk | 03/10/2017 | |
**Signature of Reporting Person | Date | |
/s/ Randal J. Kirk, CEO of Intrexon Corporation | 03/10/2017 | |
**Signature of Reporting Person | Date |
* | 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) | On March 7, 2017, the issuer entered into a Securities Purchase Agreement (the "Purchase Agreement") with certain of its existing investors pursuant to which the issuer agreed to sell a total of 8,000 units (the "Units") for a purchase price of $1,000 per Unit, with each Unit consisting of (i) one share of the issuers Series A Convertible Preferred Stock with an initial stated value of $1,000 and is immediately convertible into 1,289 shares of the issuer's common stock at a conversion price of $0.7757 ("Preferred Stock") and (ii) warrants to purchase 1,289 shares of the issuer's common stock. Each warrant will have an exercise price of $0.84591 per share, will be exercisable six months after the date of issuance and will expire five years from the date of issuance. The Preferred Stock and warrants each contain an ownership limitation requiring the investors to provide 61-days' advance written notice prior to conversion or exercise, respectively. |
(2) | Randal J. Kirk controls Kapital Joe, LLC ("Kapital Joe"), Mascara Kaboom, LLC ("Mascara Kaboom") and NRM VII Holdings I, LLC (NRM VII Holdings"). Shares held by these entities 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. |
(3) | Randal J. Kirk, directly and through certain affiliates, has voting and dispositive power over a majority of the outstanding capital stock of Intrexon Corporation ("Intrexon"). 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. |