SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* KINDLER JEFFREY B (Last) (First) (Middle) 20374 SENECA MEADOWS PARKWAY (Street) GERMANTOWN MD 20876 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 08/07/2013	3. Issuer Name and Ticker or Trading Symbol INTREXON CORP [ XON ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	3,872	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option to Purchase Common Stock	(1)	12/02/2021	Common Stock	22,857	7.12	D
Option to Purchase Common Stock	(2)	03/15/2022	Common Stock	2,857	7.12	D
Option to Purchase Common Stock	(3)	05/28/2023	Common Stock	2,857	9.67	D
Series E Convertible Preferred Stock	(4)	(4)	Common Stock	12,111	(4)	D
Series F Convertible Preferred Stock	(5)	(5)	Common Stock	7,372	(5)	D

Explanation of Responses:

1. 5714 options are exercisable immediately; the remaining options vest annually in increments of 5,714, 5,714 and 5,715 on each of December 2, 2013, 2014 and 2015, respectively.

2. 714 options are exercisable immediately; the remaining options vest annually in increments of 714, 714 and 715 on each of January 1, 2014, 2015 and 2016, respectively.

3. These options vest annually in increments of 714, 714, 714 and 715 on each of January 1, 2014, 2015, 2016 and 2017, respectively.

4. The Series E Convertible Preferred Stock is convertible into Common Stock on a 1-for-1.75 basis into the number of shares of Common Stock as shown in column 3 at any time at the holder's election, and automatically upon (i) the closing of the Issuer's firm commitment underwritten initial public offering in the event it results in net proceeds of at least $100,000,000 and (ii) upon the election of the holders of a majority of the then outstanding shares of such series. Upon conversion, all dividends that have accrued with respect to Series E Preferred Stock will convert into shares of Common Stock at the then current fair market value. The Series E Convertible Preferred Stock has no expiration date.

5. The Series F Convertible Preferred Stock is convertible into Common Stock on a 1-for-1.75 basis into the number of shares of Common Stock as shown in column 3 at any time at the holder's election, and automatically upon (i) the closing of the Issuer's firm commitment underwritten initial public offering in the event it results in net proceeds of at least $100,000,000 and (ii) upon the election of the holders of a majority of the then outstanding shares of such series. Upon conversion, all dividends that have accrued with respect to Series F Preferred Stock will convert into shares of Common Stock at the then current fair market value. The Series F Convertible Preferred Stock has no expiration date.

Remarks:

	/s/ Jeffrey B. Kindler	08/07/2013
	** 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 5 (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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SECTION 16

POWER OF ATTORNEY

I, Jeffrey B. Kindler, do hereby constitute and appoint Donald P. Lehr and Rick L. Sterling, my true and lawful attorneys-in-fact, either of whom acting singly is hereby authorized, for me and in my name and on my behalf as a director, officer and/or shareholder of INTREXON CORPORATION to (i) prepare, execute in my name and on my behalf, and submit to the U.S. Securities and Exchange Commission (the "SEC") a Form ID, including any necessary amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling me to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC in respect thereof; and (ii) prepare, execute and file any and all forms, instruments or documents, including any necessary amendments thereto, as such attorneys or attorney deems necessary or advisable to enable me to comply with Section 16 of the Securities Exchange Act of 1934 or any rule or regulation of the SEC in respect thereof  (collectively, "Section 16").

I do hereby ratify and confirm all acts my said attorney shall do or cause to be done by virtue hereof.  I acknowledge that the foregoing attorneys-in-fact, serving in such capacity at my request, are not assuming, nor is INTREXON CORPORATION assuming, any of my responsibilities to comply with Section 16.

This power of attorney shall remain in full force and effect until it is revoked by the undersigned in a signed writing delivered to each such attorney-in-fact or the undersigned is no longer required to comply with Section 16, whichever occurs first.

WITNESS the execution hereof this 7th day of August, 2013.



/s/ Jeffrey B. Kindler

Jeffrey B. Kindler