| 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 |
|
|||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Date of Event Requiring Statement
(Month/Day/Year) 12/28/2018 |
3. Issuer Name and Ticker or Trading Symbol
INTREXON CORP [ XON ] |
|||||||||||||
|
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
5. If Amendment, Date of Original Filed
(Month/Day/Year) |
||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||
| 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(1) | 20,640,119 | 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 | ||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
| Explanation of Responses: |
| 1. In addition to the securities reported herein, Ares Trading S.A. holds a Convertible Note in the original principal amount of $25,000,000 which is convertible at any time into Common Stock of the Issuer, subject to limited exceptions, at a conversion price equal to (a) the volume weighted-average price per share of the Common Stock on the Nasdaq Stock Market for the consecutive ten trading days immediately prior to the conversion date as reported by Bloomberg, L.P. or (b) if converted in connection with a qualified public offering by the Issuer, the lowest price per share paid by a purchaser in such qualified public offering. The Convertible Note and shares of Issuer Common Stock issuable thereunder, which are not reported as beneficially owned herein pursuant to Rule 16a-1(c)(6) promulgated under the Securities Exchange Act of 1934, are more fully described in the Schedule 13G filed by the Reporting Persons on January 7, 2019. |
| Remarks: |
| This Form 3 is being filed by each of the following persons (together, the Reporting Persons): Ares Trading SA, the direct beneficial owner of the shares, Merck Serono SA, Coinsins, Switzerland, an affiliate of Merck KGaA, Darmstadt, Germany, an indirect beneficial owner of the shares, and Merck KGaA, Darmstadt, Germany, an indirect beneficial owner of the shares. The Reporting Persons have entered into a joint filing agreement (Exhibit 99). Ares Trading SA is a dominantly controlled subsidiary of Merck Serono SA, Coinsins, Switzerland, an affiliate of Merck KGaA, Darmstadt, Germany. Merck Serono SA, Coinsins, Switzerland is a wholly owned indirect subsidiary of Merck KGaA, Darmstadt, Germany. Merck KGaA, Darmstadt, Germany is a publicly traded company (Frankfurt Stock Exchange, DAX 30) and the beneficiary of the two companies. |
| /s/ Cedric Hyde | 01/22/2019 | |
| /s/ Luigia Bocola | 01/22/2019 | |
| /s/ Rando Bruns | 01/22/2019 | |
| /s/ Tim Nielsen | 01/22/2019 | |
| /s/ Cedric Hyde | 01/22/2019 | |
| /s/ Tearaboth Te | 01/22/2019 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
Exhibit 99
FORM 3 JOINT FILER INFORMATION
| Additional Reporting Person (a): | Merck Serono SA |
| Address: |
Zone Industrielle 1267 Coinsins, Switzerland
|
| Additional Reporting Person (b): | Merck KGaA |
| Address: |
Frankfurter Str. 250 64293 Darmstadt, Germany
|
| Designated Filer: |
Ares Trading SA
|
| Issuer and CUSIP: | Intrexon Corporation (46122T102) |
Dated: Darmstadt, January 16, 2019
| ARES TRADING SA |
ARES TRADING SA
|
||||
| By: | /s/ Cédric Hyde | By: | /s/ Luigia Bocola | ||
| Name: | Cédric Hyde | Name: | Luigia Bocola | ||
| Title: | CFO | Title: | Finance Manager | ||
| MERCK SERONO SA, COINSINS, SWITZERLAND, AN AFFILIATE OF MERCK KGAA, DARMSTADT, GERMANY |
MERCK SERONO SA, COINSINS, SWITZERLAND, AN AFFILIATE OF MERCK KGAA, DARMSTADT, GERMANY
|
||||
| By: | /s/ Cédric Hyde | By: | /s/ Tearaboth Te | ||
| Name: | Cédric Hyde | Name: | Tearaboth Te | ||
| Title: | CFO | Title: | Treasury Director | ||
| MERCK KGAA, DARMSTADT, GERMANY |
MERCK KGAA, DARMSTADT, GERMANY
|
||||
| By: | /s/ Rando Bruns | By: | /s/ Tim Nielsen | ||
| Name: | Rando Bruns | Name: | Tim Nielsen | ||
| Title: | Head of Treasury | Title: | Head of Capital Markets | ||