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 VA 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)
12/29/2017
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)
Code V Amount (A) or (D) Price
Common Stock 12/29/2017 A 1,207,980(1) A $11.33(1) 14,716,844 I by R.J. Kirk DOT(4)
Common Stock 12/29/2017 A 17,361(2) A $11.52(2) 14,734,205 I by R.J. Kirk DOT(4)
Common Stock 12/29/2017 A 63,291(3) A $12.64(3) 886,491 I by Third Security(4)
Common Stock 8,325,000 I by TSCP V(4)
Common Stock 311,287 I by Staff 2001(4)
Common Stock 1,403 I by Lotus(4)
Common Stock 139,052 I by JPK 2008(4)
Common Stock 140,007 I by MGK 2008(4)
Common Stock 114,181 I by ZSK 2008(4)
Common Stock 720,562 I by JPK 2009(4)
Common Stock 850,355 I by MGK 2009(4)
Common Stock 75,684 I by ZSK 2009(4)
Common Stock 843,044 I by JPK 2012(4)
Common Stock 135,033 I by Kellie L. Banks LTT(4)
Common Stock 118,266 I by Senior Staff 2006(4)
Common Stock 59,133 I by Staff 2006(4)
Common Stock 19,711 I by Incentive 2006(4)
Common Stock 6,782,622 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 213,805 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 13,340,645 I by NRM VI Holdings(5)
Common Stock 243,001 I by NRM VII Holdings(5)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. On December 29, 2017, the R.J. Kirk DOT entered into a Subscription Agreement with Intrexon, pursuant to which the R.J. Kirk DOT agreed to purchase 1,207,980 shares of Intrexon common stock, no par value, in a private placement, for aggregate gross proceeds to the issuer of $13,686,413.40. The price per share in the private placement was $11.33 per share, which was the closing price of Intrexon's common stock on the New York Stock Exchange on December 28, 2017.
2. In accordance with the Restricted Stock Unit Agreement dated November 1, 2015 between 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 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. 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).
4. Randal J. Kirk controls each of Third Security, R.J. Kirk DOT, Third Security Capital Partners V, LLC ("TSCP V"), 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.
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"), 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 01/02/2018
** 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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