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SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

KIRK RANDAL J

(Last)

(First)

(Middle)

C/O THIRD SECURITY, LLC

1881 GROVE AVENUE

(Street)

RADFORD

24141

(City)

(State)

(Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/13/2013

4. If Amendment, Date of 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

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	08/13/2013		C		96,349⁽¹⁾	A	$0	96,349	I	by JPK 2008⁽²⁾
Common Stock	08/13/2013		C		5,133⁽⁴⁾	A	$16	101,482	I	by JPK 2008⁽²⁾
Common Stock	08/13/2013		C		663,644⁽¹⁾	A	$0	663,644	I	by JPK 2009⁽²⁾
Common Stock	08/13/2013		C		35,942⁽⁴⁾	A	$16	699,586	I	by JPK 2009⁽²⁾
Common Stock	08/13/2013		C		769,433⁽¹⁾	A	$0	769,433	I	by JPK 2012⁽²⁾
Common Stock	08/13/2013		C		49,028⁽⁴⁾	A	$16	818,461	I	by JPK 2012⁽²⁾
Common Stock	08/13/2013		C		72,864⁽¹⁾	A	$0	72,864	I	by ZSK 2008⁽²⁾
Common Stock	08/13/2013		C		3,747⁽⁴⁾	A	$16	76,611	I	by ZSK 2008⁽²⁾

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series F Convertible Preferred Stock	⁽³⁾	08/13/2013		C			42,794	⁽³⁾	⁽³⁾	Common Stock	24,453	⁽³⁾	0	I	by JPK 2008⁽²⁾
Series F Convertible Preferred Stock Dividend	$16⁽⁴⁾	08/13/2013		C			0⁽⁴⁾	⁽⁴⁾	⁽⁴⁾	Common Stock⁽⁴⁾	363	$16⁽⁴⁾	0	I	by JPK 2008⁽²⁾
Series E Convertible Preferred Stock	⁽³⁾	08/13/2013		C			49,980	⁽³⁾	⁽³⁾	Common Stock	28,560	⁽³⁾	0	I	by JPK 2008⁽²⁾
Series E Convertible Preferred Stock Dividend	$16⁽⁴⁾	08/13/2013		C			0⁽⁴⁾	⁽⁴⁾	⁽⁴⁾	Common Stock⁽⁴⁾	2,275	$16⁽⁴⁾	0	I	by JPK 2008⁽²⁾
Series D Convertible Preferred Stock	⁽³⁾	08/13/2013		C			75,839	⁽³⁾	⁽³⁾	Common Stock	43,336	⁽³⁾	0	I	by JPK 2008⁽²⁾
Series D Convertible Preferred Stock Dividend	$16⁽⁴⁾	08/13/2013		C			0⁽⁴⁾	⁽⁴⁾	⁽⁴⁾	Common Stock⁽⁴⁾	2,495	$16⁽⁴⁾	0	I	by JPK 2008⁽²⁾
Series F Convertible Preferred Stock	⁽³⁾	08/13/2013		C			312,890	⁽³⁾	⁽³⁾	Common Stock	178,794	⁽³⁾	0	I	by JPK 2009⁽²⁾
Series F Convertible Preferred Stock Dividend	$16⁽⁴⁾	08/13/2013		C			0⁽⁴⁾	⁽⁴⁾	⁽⁴⁾	Common Stock⁽⁴⁾	2,658	$16⁽⁴⁾	0	I	by JPK 2009⁽²⁾
Series E Convertible Preferred Stock	⁽³⁾	08/13/2013		C			422,375	⁽³⁾	⁽³⁾	Common Stock	241,357	⁽³⁾	0	I	by JPK 2009⁽²⁾
Series E Convertible Preferred Stock Dividend	$16⁽⁴⁾	08/13/2013		C			0⁽⁴⁾	⁽⁴⁾	⁽⁴⁾	Common Stock⁽⁴⁾	19,233	$16⁽⁴⁾	0	I	by JPK 2009⁽²⁾
Series D Convertible Preferred Stock	⁽³⁾	08/13/2013		C			361,815	⁽³⁾	⁽³⁾	Common Stock	206,751	⁽³⁾	0	I	by JPK 2009⁽²⁾
Series D Convertible Preferred Stock Dividend	$16⁽⁴⁾	08/13/2013		C			0⁽⁴⁾	⁽⁴⁾	⁽⁴⁾	Common Stock⁽⁴⁾	11,906	$16⁽⁴⁾	0	I	by JPK 2009⁽²⁾
Series C Convertible Preferred Stock	⁽³⁾	08/13/2013		C			64,300	⁽³⁾	⁽³⁾	Common Stock	36,742	⁽³⁾	0	I	by JPK 2009⁽²⁾
Series C Convertible Preferred Stock Dividend	$16⁽⁴⁾	08/13/2013		C			0⁽⁴⁾	⁽⁴⁾	⁽⁴⁾	Common Stock⁽⁴⁾	2,145	$16⁽⁴⁾	0	I	by JPK 2009⁽²⁾
Series F Convertible Preferred Stock	⁽³⁾	08/13/2013		C			128,508	⁽³⁾	⁽³⁾	Common Stock	73,433	⁽³⁾	0	I	by JPK 2012⁽²⁾
Series F Convertible Preferred Stock Dividend	$16⁽⁴⁾	08/13/2013		C			0⁽⁴⁾	⁽⁴⁾	⁽⁴⁾	Common Stock⁽⁴⁾	1,091	$16⁽⁴⁾	0	I	by JPK 2012⁽²⁾
Series D Convertible Preferred Stock	⁽³⁾	08/13/2013		C			1,108,800	⁽³⁾	⁽³⁾	Common Stock	633,600	⁽³⁾	0	I	by JPK 2012⁽²⁾
Series D Convertible Preferred Stock Dividend	$16⁽⁴⁾	08/13/2013		C			0⁽⁴⁾	⁽⁴⁾	⁽⁴⁾	Common Stock⁽⁴⁾	44,294	$16⁽⁴⁾	0	I	by JPK 2012⁽²⁾
Series C Convertible Preferred Stock	⁽³⁾	08/13/2013		C			109,200	⁽³⁾	⁽³⁾	Common Stock	62,400	⁽³⁾	0	I	by JPK 2012⁽²⁾
Series C Convertible Preferred Stock Dividend	$16⁽⁴⁾	08/13/2013		C			0⁽⁴⁾	⁽⁴⁾	⁽⁴⁾	Common Stock⁽⁴⁾	3,643	$16⁽⁴⁾	0	I	by JPK 2012⁽²⁾
Series F Convertible Preferred Stock	⁽³⁾	08/13/2013		C			39,492	⁽³⁾	⁽³⁾	Common Stock	22,566	⁽³⁾	0	I	by ZSK 2008⁽²⁾
Series F Convertible Preferred Stock Dividend	$16⁽⁴⁾	08/13/2013		C			0⁽⁴⁾	⁽⁴⁾	⁽⁴⁾	Common Stock⁽⁴⁾	335	$16⁽⁴⁾	0	I	by ZSK 2008⁽²⁾
Series E Convertible Preferred Stock	⁽³⁾	08/13/2013		C			40,968	⁽³⁾	⁽³⁾	Common Stock	23,410	⁽³⁾	0	I	by ZSK 2008⁽²⁾
Series E Convertible Preferred Stock Dividend	$16⁽⁴⁾	08/13/2013		C			0⁽⁴⁾	⁽⁴⁾	⁽⁴⁾	Common Stock⁽⁴⁾	1,865	$16⁽⁴⁾	0	I	by ZSK 2008⁽²⁾
Series D Convertible Preferred Stock	⁽³⁾	08/13/2013		C			47,055	⁽³⁾	⁽³⁾	Common Stock	26,888	⁽³⁾	0	I	by ZSK 2008⁽²⁾
Series D Convertible Preferred Stock Dividend	$16⁽⁴⁾	08/13/2013		C			0⁽⁴⁾	⁽⁴⁾	⁽⁴⁾	Common Stock⁽⁴⁾	1,547	$16⁽⁴⁾	0	I	by ZSK 2008⁽²⁾

Explanation of Responses:

1. The indicated shares represent the number of shares received upon conversion of the Issuer's Convertible Preferred Stock, indicated by Series in Table II.

2. Randal J. Kirk controls each of JPK 2008 LLC ("JPK 2008"), JPK 2009 LLC ("JPK 2009"), JPK 2012 LLC ("JPK 2012") and ZSK 2008 LLC ("ZSK 2008"). 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. Effective upon the closing of the Issuer's firm commitment underwritten initial public offering of its Common Stock, the shares of Convertible Preferred Stock automatically converted at a ratio of 1.75-to-1 into the number of shares of Common Stock shown in column 7. The shares of Convertible Preferred Stock had no expiration date.

4. Effective upon the closing of the Issuer's firm commitment underwritten initial public offering all accrued dividends with respect to the shares of Convertible Preferred Stock were converted into shares of Common Stock at the then current fair market value, or $16.00 per share. Payment for partial shares was issued in the form of a monetary refund by the Issuer.

Remarks:

	/s/ Randal J. Kirk	08/15/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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