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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)
05/31/2019

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	05/31/2019		P		79,184⁽¹⁾	A	$4.78⁽¹⁾	17,902,546	I	by R.J. Kirk DOT⁽⁴⁾
Common Stock	05/31/2019		A		44,283⁽²⁾	A	$4.52⁽²⁾	17,946,829	I	by R.J. Kirk DOT⁽⁴⁾
Common Stock	06/04/2019		P		39,508⁽¹⁾	A	$5.17⁽¹⁾	17,986,337	I	by R.J. Kirk DOT⁽⁴⁾
Common Stock	06/03/2019		A		184,889⁽³⁾	A	$4.33⁽³⁾	2,276,030	I	by Third Security⁽³⁾
Common Stock	05/31/2019		P		2,152⁽¹⁾	A	$4.78⁽¹⁾	198,272	I	by JPK 2008⁽⁴⁾
Common Stock	06/04/2019		P		1,074⁽¹⁾	A	$5.17⁽¹⁾	199,346	I	by JPK 2008⁽⁴⁾
Common Stock	05/31/2019		P		16,336⁽¹⁾	A	$4.78⁽¹⁾	1,167,719	I	by JPK 2009⁽⁴⁾
Common Stock	06/04/2019		P		8,152⁽¹⁾	A	$5.17⁽¹⁾	1,175,871	I	by JPK 2009⁽⁴⁾
Common Stock	05/31/2019		P		7,266⁽¹⁾	A	$4.78⁽¹⁾	1,036,613	I	by JPK 2012⁽⁴⁾
Common Stock	06/04/2019		P		3,624⁽¹⁾	A	$5.17⁽¹⁾	1,040,237	I	by JPK 2012⁽⁴⁾
Common Stock	05/31/2019		P		2,066⁽¹⁾	A	$4.78⁽¹⁾	197,369	I	by MGK 2008⁽⁴⁾
Common Stock	06/04/2019		P		1,032⁽¹⁾	A	$5.17⁽¹⁾	198,401	I	by MGK 2008⁽⁴⁾
Common Stock	05/31/2019		P		16,987⁽¹⁾	A	$4.78⁽¹⁾	1,308,415	I	by MGK 2009⁽⁴⁾
Common Stock	06/04/2019		P		8,476⁽¹⁾	A	$5.17⁽¹⁾	1,316,891	I	by MGK 2009⁽⁴⁾
Common Stock	05/31/2019		P		7,374⁽¹⁾	A	$4.78⁽¹⁾	1,135,944	I	by MGK 2011⁽⁴⁾
Common Stock	06/04/2019		P		3,679⁽¹⁾	A	$5.17⁽¹⁾	1,139,623	I	by MGK 2011⁽⁴⁾
Common Stock	05/31/2019		P		2,030⁽¹⁾	A	$4.78⁽¹⁾	168,381	I	by ZSK 2008⁽⁴⁾
Common Stock	06/04/2019		P		1,014⁽¹⁾	A	$5.17⁽¹⁾	169,395	I	by ZSK 2008⁽⁴⁾
Common Stock	05/31/2019		P		1,515⁽¹⁾	A	$4.78⁽¹⁾	115,966	I	by ZSK 2009⁽⁴⁾
Common Stock	06/04/2019		P		755⁽¹⁾	A	$5.17⁽¹⁾	116,721	I	by ZSK 2009⁽⁴⁾
Common Stock	05/31/2019		P		732⁽¹⁾	A	$4.78⁽¹⁾	154,438	I	by Kellie L. Banks LTT⁽⁴⁾
Common Stock	06/04/2019		P		365⁽¹⁾	A	$5.17⁽¹⁾	154,803	I	by Kellie L. Banks LTT⁽⁴⁾

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)

Explanation of Responses:

1. R.J. Kirk Declaration of Trust ("R.J. Kirk DOT"), JPK 2008, LLC ("JPK 2008"), JPK 2009, LLC ("JPK 2009"), JPK 2012, LLC ("JPK 2012"), MGK 2008, LLC ("MGK 2008"), MGK 2009, LLC ("MGK 2009"), MGK 2011, LLC ("MGK 2011"), ZSK 2008, LLC ("ZSK 2008"), ZSK 2009, LLC ("ZSK 2009"), and Kellie L. Banks (2009) Long Term Trust ("Kellie L. Banks LTT") purchased shares at the same price per share.

2. In accordance with the Restricted Stock Unit Agreement dated April 1, 2019 between Intrexon Corporation ("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 volume-weighted average of the price of the common stock of Intrexon (as calculated by Bloomberg) over the 30-day period ending on the last calendar day of the month. Mr. Kirk has designated the 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, as amended by the Fourth Amendment to the Services Agreement dated April 18, 2019 (the "Fourth Amendment"), for services provided by Third Security to 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. The number of shares issuable to Third Security shall be calculated by dividing $800,000 by the volume-weighted average of the price of Intrexon's common stock (as calculated by Bloomberg) over the 30-day period ending on the 15th day of the calendar month during which the applicable services are provided.

4. Randal J. Kirk controls each of R.J. Kirk DOT, Third Security, JPK 2008, JPK 2009, JPK 2012, MGK 2008, MGK 2009, MGK 2011, ZSK 2008, ZSK 2009, and Kellie L. Banks LTT. 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	06/04/2019
	** 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 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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