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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC  20549

 

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SCHEDULE 13D

(Amendment No. 7)*

Under the Securities Exchange Act of 1934

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box ☐.

 

NOTE:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See §240.13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

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1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
	RANDAL J. KIRK
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS
	PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			66,789,237
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			66,789,237
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	66,789,237
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	48.8%
14	TYPE OF REPORTING PERSON
	IN

 

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1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
	R.J. KIRK DECLARATION OF TRUST 31-6661283
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS
	PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			15,937,319
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			15,937,319
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	15,937,319
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	11.6%
14	TYPE OF REPORTING PERSON
	OO - trust

 

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1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
	THIRD SECURITY, LLC I.R.S. IDENTIFICATION NO.: 54-1923091
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS
	WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Virginia
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			50,715,482
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			50,715,482
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	50,715,482
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	37.0%
14	TYPE OF REPORTING PERSON
	OO – limited liability company

 

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1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
	THIRD SECURITY CAPITAL PARTNERS V, LLC I.R.S. IDENTIFICATION NO.: 52-2395642
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS
	WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			8,325,000
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			8,325,000
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	8,325,000
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	6.1%
14	TYPE OF REPORTING PERSON
	OO – limited liability company

 

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1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
	NRM VI HOLDINGS I, LLC I.R.S. IDENTIFICATION NO.: 27-1471440
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS
	WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Virginia
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			13,340,645
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			13,340,645
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	13,340,645
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	9.7%
14	TYPE OF REPORTING PERSON
	OO – limited liability company

 

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1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
	KAPITAL JOE, LLC I.R.S. IDENTIFICATION NO.: 45-2595931
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS
	WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Virginia
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			14,140,139
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			14,140,139
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	14,140,139
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	10.3%
14	TYPE OF REPORTING PERSON
	OO – limited liability company

 

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This Amendment No. 7 (the “Amendment”) amends and supplements the Statement on Schedule 13D, dated March 27, 2014 and filed on April 7, 2014, as amended by Amendment No. 1 dated December 31, 2014 and filed on January 5, 2015, by Amendment No. 2 dated May 31, 2016 and filed  June 2, 2016, by Amendment No. 3 dated July 24, 2017 and filed July 26, 2017, by Amendment No. 4 dated October 16, 2017 and filed October 23, 2017, by Amendment No. 5 dated December 29, 2017 and filed on January 2, 2018, and Amendment No. 6 dated January 19, 2018 and filed January 22, 2018 (the “Original Schedule 13D”), relating to the Common Stock, no par value per share (the “Common Stock”), of Intrexon Corporation, a Virginia corporation (the “Company”).  Mr. Randal J. Kirk (“Mr. Kirk”), the R.J. Kirk Declaration of Trust, a revocable trust established by Mr. Kirk (“RJ DOT”), Third Security, LLC, a Virginia limited liability company that is controlled by Mr. Kirk (“Third Security”), Third Security Capital Partners V, LLC, a Delaware limited liability company that is managed by Third Security (“TSCP V”), Kapital Joe, LLC, a Virginia limited liability company that is managed by Third Security (“Kapital Joe”), and NRM VI Holdings I, LLC, a Delaware limited liability company that is managed by an affiliate that is managed by Third Security (“NRM VI Holdings” and, together with Mr. Kirk, the RJ DOT, Third Security, TSCP V, and Kapital Joe, the “Reporting Persons”) are filing this Amendment to disclose the purchase by Kapital Joe and the RJ DOT of 6,357,517 and 1,121,914 shares of Common Stock, respectively, in an underwritten public offering of 7,479,431 shares of Common Stock, at a price per share of $13.37, on July 3, 2018 (the “Offering”).   The Offering was conducted in connection with a registered underwritten public offering of $200 million aggregate principal amount of 3.50% convertible senior notes due 2023 (the “Notes Offering”).

 

Item 3.

Source and Amount of Funds or Other Consideration.

 

Item 3 of the Original Schedule 13D is hereby amended and supplemented as follows:

 

On June 29, 2018 and for administrative convenience, Kapital Joe and the RJ DOT entered into a Nominee Agreement, which agreement is filed herewith as Exhibit 1 and incorporated herein by reference (the “Nominee Agreement”), pursuant to which the RJ DOT nominated Kapital Joe to purchase 1,121,914 shares in the Offering on its behalf (the “RJ DOT Shares”).  In advance of the closing of the Offering, and pursuant to the Nominee Agreement,  RJ DOT wired to Kapital Joe, in immediately available funds, the amount of $14,999,990.18, which is the aggregate purchase price of the RJ DOT Shares.  On July 3, 2018, Kapital Joe (i) utilized its working capital to purchase 6,357,517 shares of Common Stock in the Offering, for an aggregate purchase price of $85,000,002.29, or $13.37 per share; and (ii) submitted payment on behalf of the RJ DOT, as nominee pursuant to the Nominee Agreement, to purchase the RJ DOT Shares, for an aggregate purchase price of $14,999,990.18, or $13.37 per share.

 

Item 4.

Purpose of Transaction.

 

Item 4 of the Original Schedule 13D is hereby amended and supplemented as follows:

 

The information set forth in Items 3 and 6 is incorporated herein by reference.

 

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On June 28, 2018, the Company entered into a share lending agreement (the “Share Lending Agreement”) with J.P. Morgan Securities LLC (in such capacity, the “Share Borrower”) and JPMorgan Chase Bank, National Association, New York branch (as collateral agent), pursuant to which the Company agreed to lend 7,479,431 shares (the “Borrowed Shares”) of common stock of the Company, no par value per share (“Common Stock”), to the Share Borrower.  The Company delivered the Borrowed Shares to the Share Borrower on July 3, 2018.  The Company also entered into an underwriting agreement (the “Borrowed Shares Underwriting Agreement”), dated June 28, 2018, with the Share Borrower.  Pursuant to the Borrowed Shares Underwriting Agreement, the Borrowed Shares were offered and sold to the public at a price of $13.37 per share, pursuant to a separate prospectus supplement, dated June 28, 2018, to the prospectus contained in the registration statement on Form S-3 filed with the Securities and Exchange Commission on September 1, 2017 (Registration No. 333-220326).

The RJ DOT and Kapital Joe agreed with the Share Borrower to purchase 1,121,914 and 6,357,517 shares, respectively of Common Stock offered in the Offering for investment purposes.

Item 5.

Interest in Securities of the Issuer.

 

Items 5(a) and (b) of the Original Schedule 13D are hereby amended and restated to read in their entirety as follows:

 

(a) and (b)          See items 11 and 13 of the cover pages to this Statement for the aggregate number of shares and percentage of issued and outstanding shares of Common Stock of the Company owned by the Reporting Persons. The percentage ownership is calculated based on 129,294,079 shares of Common Stock issued and outstanding as of October 31, 2017 as disclosed in the Intrexon Corporation Quarterly Report on Form 10-Q for the period ended March 31, 2018 and filed on May 10, 2018, increased by:  (i) 49,382 and 49,535 shares of Common Stock issued to Third Security on May 31, 2018 and June 29, 2018, respectively, pursuant to the Services Agreement by and between the Company and Third Security dated November 1, 2015 (the “Services Agreement”);  (ii) 12,062 and 14,347 shares of Common Stock issued to Randal J. Kirk on May 31, 2018 and June 29, 2018, respectively, pursuant to the Restricted Stock Unit Agreement by and between the Company and Randal J. Kirk dated November 1, 2015 (the “RSU Agreement”); and (iii) 7,479,431 shares of Common Stock issued in connection with the Offering.

 

 

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Mr. Kirk could be deemed to have indirect beneficial ownership of the shares of Common Stock directly beneficially owned by the RJ DOT, Third Security, TSCP V, Kapital Joe, and NRM VI Holdings.  Mr. Kirk controls Third Security, which is the manager of TSCP V and Kapital Joe and which manages the manager of NRM VI Holdings.

 

(c)           Pursuant to the Services Agreement, the Company has agreed to pay to Third Security, on a monthly basis, such number of shares of Common Stock, rounded down to the nearest whole number, equal to a value of $800,000.  Pursuant to the Services Agreement, the Company issued to Third Security 49,382 and 49,535 shares of Common Stock on May 31, 2018 and June 29, 2018, respectively.

 

Pursuant to the RSU Agreement, the Company has agreed to pay to Mr. Kirk, on a monthly basis, that number of shares of Common Stock, rounded down to the nearest whole share, whose fair market value equals $200,000.  The number of shares of Common Stock are to become vested and payable based upon the closing price of the Common Stock 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).  Pursuant to the RSU Agreement, the Company issued to Mr. Kirk 12,062 and 14,347 shares of Common Stock on May 31, 2018 and June 29, 2018, respectively.

 

Except as disclosed herein, none of the Reporting Persons have engaged in any transactions in the Company’s Common Stock in the past 60 days.

 

(d) – (e)  Not applicable

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

Item 6 of the Original Schedule 13D is hereby amended and restated to read in its entirety as follows:

The Reporting Persons’ response to Item 4 is incorporated herein by reference.

 

On October 16, 2017, Kapital Joe and the Company entered into a Preferred Stock Equity Facility Agreement, pursuant to which the Company agreed to, at its sole and exclusive option, issue and sell to Kapital Joe, from time to time, and Kapital Joe agreed to purchase, up to $100 million of the Company’s Series A Redeemable Preferred Stock, no par value per share (the “Series A Preferred Stock”), at a purchase price per share of Series A Preferred Stock of $100.00, as may be adjusted for Preferred Stock splits and similar events (the “Preferred Stock Facility”).

No shares of Series A Preferred Stock were issued under the Preferred Stock Facility.  On June 28, 2018, the Company entered into a Termination of Preferred Stock Equity Facility Agreement (the “Termination Agreement”) with Kapital Joe, pursuant to which the parties agreed to terminate the Preferred Stock Facility upon closing of the Notes Offering.

The foregoing description of the Termination Agreement is only a summary and is qualified by reference to the Termination Agreement, which is filed as Exhibit 2 hereto.

 

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Item 7.

Material to be Filed as Exhibits.

 

 

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After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

Date:  July 6, 2018

 

 

 

 

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NOMINEE AGREEMENT

THIS NOMINEE AGREEMENT is entered into as of June 29, 2018, by and between KAPITAL JOE, LLC (“Kapital Joe”) and the R.J. KIRK DECLARATION OF TRUST (the “RJ Kirk DOT”).

RECITALS

 

WHEREAS, Intrexon Corporation (“Intrexon” or the “Company”) has agreed to lend to J.P. Morgan Securities LLC (“JPM”) $100,000,000 of Company common stock, pursuant to a share lending agreement;

WHEREAS, JPM will offer and sell pursuant to an underwritten public offering $100,000,000 of shares of Company common stock (the “Offering”);

WHEREAS, at 6:00 a.m. (ET) on the date hereof Intrexon announced the pricing of the Offering of 7,479,431 shares of common stock at a price per share of $13.37, the closing price of the common stock on June 28, 2018;

WHEREAS, the RJ Kirk DOT and Kapital Joe desire to purchase in the Offering 1,121,914 shares (the “RJ DOT Shares”) and 6,357,517 shares (the “Kapital Joe Shares”), respectively;

WHEREAS, for administrative convenience, the RJ Kirk DOT desires to nominate Kapital Joe, and Kapital Joe desires to act as such nominee, to place an order in its brokerage account with respect to the RJ DOT Shares; and

WHEREAS, the parties acknowledge that the RJ DOT Shares and the Kapital Joe Shares are deemed to be control shares pursuant to Rule 144.

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is acknowledged hereby, the parties hereto agree as follows:

AGREEMENT

1.          The RJ Kirk DOT appoints Kapital Joe, and Kapital Joe agrees to serve, as nominee in connection with the purchase of the RJ DOT Shares.

2.          Kapital Joe agrees to place an order, at a price per share of $13.37, for the Kapital Joe Shares for its own account and for the RJ DOT Shares, in its capacity as nominee for the benefit of the RJ Kirk DOT, for purchase prices of $85,000,002.29 and $14,999,990.18, respectively, which represents an aggregate purchase price of $99,999,992.47.

3.          In advance of the closing of the Offering, which is expected to occur on July 3, 2018, the RJ Kirk DOT agrees to wire to Kapital Joe in immediately available funds the amount of $14,999,990.18, which is the aggregate purchase price of the RJ DOT Shares.

 

4.          Kapital Joe agrees to submit to JPM, on behalf of the RJ Kirk DOT, $14,999,990.18 at the closing of the Offering, as payment for the RJ DOT Shares.

5.          Kapital Joe agrees to coordinate with American Stock Transfer and Trust Company, the Company’s transfer agent, in order to facilitate the issuance of physical certificates for each of Kapital Joe and the RJ DOT representing the Kapital Joe Shares and the RJ DOT Shares, respectively, with each certificate bearing the restrictive legend required pursuant to Rule 144.

6.          This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, that all of which together shall constitute one and the same instrument.  This Agreement may only be modified in a writing signed by both parties.

IN WITNESS WHEREOF, the parties hereto have caused this Nominee Agreement to be duly executed as of the date first above written.

 

 

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	/s/ Randal J. Kirk
	Randal J. Kirk
	R.J. KIRK DECLARATION OF TRUST
	By:	/s/ Randal J. Kirk
		Randal J. Kirk
		Trustee
	THIRD SECURITY, LLC
	By:	/s/ Randal J. Kirk
		Randal J. Kirk
		Manager
	THIRD SECURITY CAPITAL PARTNERS V, LLC
	By:	/s/ Randal J. Kirk
		Randal J. Kirk
		Manager
	KAPITAL JOE, LLC
	By:	/s/ Randal J. Kirk
		Randal J. Kirk
		Manager
	NRM VI HOLDINGS I, LLC
	By:	/s/ Randal J. Kirk
		Randal J. Kirk
		Manager