0001567619-20-002123.txt : 20200204 0001567619-20-002123.hdr.sgml : 20200204 20200204165243 ACCESSION NUMBER: 0001567619-20-002123 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200131 FILED AS OF DATE: 20200204 DATE AS OF CHANGE: 20200204 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KIRK RANDAL J CENTRAL INDEX KEY: 0001091823 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36042 FILM NUMBER: 20574577 MAIL ADDRESS: STREET 1: 1881 GROVE AVENUE CITY: RADFORD STATE: VA ZIP: 24141 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: PRECIGEN, INC. CENTRAL INDEX KEY: 0001356090 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 000000000 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 20374 SENECA MEADOWS PARKWAY CITY: GERMANTOWN STATE: MD ZIP: 20876 BUSINESS PHONE: 301-556-9900 MAIL ADDRESS: STREET 1: 20374 SENECA MEADOWS PARKWAY CITY: GERMANTOWN STATE: MD ZIP: 20876 FORMER COMPANY: FORMER CONFORMED NAME: INTREXON CORP DATE OF NAME CHANGE: 20060313 4 1 doc1.xml FORM 4 X0306 4 2020-01-31 0 0001356090 PRECIGEN, INC. PGEN 0001091823 KIRK RANDAL J C/O THIRD SECURITY, LLC 1881 GROVE AVENUE RADFORD VA 24141 1 1 1 0 Executive Chairman Common Stock 2020-01-31 4 A 0 33223 6.02 A 18528842 I by R.J. Kirk DOT Common Stock 2020-01-31 4 P 0 4155802 5.86 A 22684644 I by R.J. Kirk DOT Common Stock 2020-01-31 4 P 0 160546 5.86 A 367560 I by JPK 2008 Common Stock 2020-01-31 4 P 0 441800 5.86 A 1675873 I by JPK 2009 Common Stock 2020-01-31 4 P 0 250674 5.86 A 1316798 I by JPK 2012 Common Stock 2020-01-31 4 P 0 160785 5.86 A 366548 I by MGK 2008 Common Stock 2020-01-31 4 P 0 454642 5.86 A 1832054 I by MGK 2009 Common Stock 2020-01-31 4 P 0 133370 5.86 A 1299267 I by MGK 2011 Common Stock 2020-01-31 4 P 0 160606 5.86 A 337234 I by ZSK 2008 Common Stock 2020-01-31 4 P 0 29684 5.86 A 151802 I by ZSK 2009 Common Stock 2020-01-31 4 P 0 24787 5.86 A 182200 I by Kellie L. Banks LTT Common Stock 3188586 I by Third Security Common Stock 975084 I by Sr. Staff 2015 Common Stock 975084 I by Staff 2015 Common Stock 14140139 I by Kapital Joe Common Stock 8325000 I by TSCP V Common Stock 311287 I by Staff 2001 Common Stock 1403 I by Lotus Common Stock 118266 I by Senior Staff 2006 Common Stock 59133 I by Staff 2006 Common Stock 19711 I by Incentive 2006 Common Stock 5483957 I by Mascara Kaboom Common Stock 58800 I by Sr. Staff Common Stock 213805 I by ADC 2010 Common Stock 1356648 I by Senior Staff 2008 Common Stock 1356648 I by Staff 2010 Common Stock 1142759 I by Incentive 2010 Common Stock 13340645 I by NRM VI Holdings Common Stock 243001 I by NRM VII Holdings In accordance with the Restricted Stock Unit Agreement dated April 1, 2019 between Intrexon Corporation ("Intrexon") and Randal J. Kirk, 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 volume-weighted average of the price of the common stock of Intrexon (as calculated by Bloomberg) over the 30-day period ending on the last calendar day of the month. Mr. Kirk has designated the R.J. Kirk Declaration of Trust ("R.J. Kirk DOT") to receive these shares. As of January 1, 2020, Mr. Kirk transitioned from Chief Executive Officer to the Executive Chairman of the issuer. On January 1, 2020, TS Biotechnology Holdings, LLC ("TS Biotechnology") entered into a subscription agreement with the issuer (the "Subscription Agreement"), pursuant to which, upon the terms and subject to the conditions set forth therein, TS Biotechnology agreed to purchase, at a per share price equal to the volume weighted average price of the issuers common stock for the five consecutive trading days immediately following the second business day after January 14, 2020, a number of shares of Common Stock, rounded to the nearest whole share, equal to $35 million. Pursuant to the terms of the Subscription Agreement, on January 31, 2020, TS Biotechnology purchased 5,972,696 shares of issuer common stock, at a price per share of $5.86 (the "Purchased Shares"). At closing, TS Biotechnology elected to have the shares issued directly to its members. Randal J. Kirk controls each of R.J. Kirk DOT, Third Security, JPK 2008, LLC ("JPK 2008"), JPK 2009, LLC ("JPK 2009"), JPK 2012, LLC ("JPK 2012"), MGK 2008, LLC ("MGK 2008"), MGK 2009, LLC ("MGK 2009"), MGK 2011, LLC ("MGK 2011"), ZSK 2008, LLC ("ZSK 2008"), ZSK 2009, LLC ("ZSK 2009"), Kellie L. Banks (2009) Long Term Trust ("Kellie L. Banks LTT"), Third Security Senior Staff 2015 LLC ("Sr. Staff 2015"), Third Security Staff 2015 LLC ("Staff 2015"), and Kapital Joe, LLC ("Kapital Joe"). 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. Randal J. Kirk controls each of Third Security Capital Partners V, LLC ("TSCP V"), Third Security Staff 2001 LLC ("Staff 2001"), Lotus Capital (2000) Company Inc. ("Lotus"), Third Security Senior Staff 2006 LLC ("Senior Staff 2006"), and Third Security Staff 2006 LLC ("Staff 2006"), Third Security Incentive 2006 LLC ("Incentive 2006"), Mascara Kaboom, LLC ("Mascara Kaboom"), Third Security Senior Staff LLC ("Sr. Staff"), ADC 2010, LLC ("ADC 2010"), 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. /s/ Randal J. Kirk 2020-02-04