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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
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
PRECIGEN, INC. [ PGEN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Executive Chairman
3. Date of Earliest Transaction (Month/Day/Year)
01/31/2020
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 01/31/2020 A 33,223 A $6.02(1) 18,528,842 I by R.J. Kirk DOT(3)
Common Stock 01/31/2020 P 4,155,802(2) A $5.86(2) 22,684,644 I by R.J. Kirk DOT(3)
Common Stock 01/31/2020 P 160,546(2) A $5.86(2) 367,560 I by JPK 2008(3)
Common Stock 01/31/2020 P 441,800(2) A $5.86(2) 1,675,873 I by JPK 2009(3)
Common Stock 01/31/2020 P 250,674(2) A $5.86(2) 1,316,798 I by JPK 2012(3)
Common Stock 01/31/2020 P 160,785(2) A $5.86(2) 366,548 I by MGK 2008(3)
Common Stock 01/31/2020 P 454,642(2) A $5.86(2) 1,832,054 I by MGK 2009(3)
Common Stock 01/31/2020 P 133,370(2) A $5.86(2) 1,299,267 I by MGK 2011(3)
Common Stock 01/31/2020 P 160,606(2) A $5.86(2) 337,234 I by ZSK 2008(3)
Common Stock 01/31/2020 P 29,684(2) A $5.86(2) 151,802 I by ZSK 2009(3)
Common Stock 01/31/2020 P 24,787(2) A $5.86(2) 182,200 I by Kellie L. Banks LTT(3)
Common Stock 3,188,586 I by Third Security(3)
Common Stock 975,084 I by Sr. Staff 2015(3)
Common Stock 975,084 I by Staff 2015(3)
Common Stock 14,140,139 I by Kapital Joe(3)
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 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 5,483,957 I by Mascara Kaboom(4)
Common Stock 58,800 I by Sr. Staff(4)
Common Stock 213,805 I by ADC 2010(4)
Common Stock 1,356,648 I by Senior Staff 2008(4)
Common Stock 1,356,648 I by Staff 2010(4)
Common Stock 1,142,759 I by Incentive 2010(4)
Common Stock 13,340,645 I by NRM VI Holdings(4)
Common Stock 243,001 I by NRM VII Holdings(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. 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 Declaration of Trust ("R.J. Kirk DOT") to receive these shares. As of January 1, 2020, Mr. Kirk transitioned from Chief Executive Officer to the Executive Chairman of the issuer.
2. On January 1, 2020, TS Biotechnology Holdings, LLC ("TS Biotechnology") entered into a subscription agreement with the issuer (the "Subscription Agreement"), pursuant to which, upon the terms and subject to the conditions set forth therein, TS Biotechnology agreed to purchase, at a per share price equal to the volume weighted average price of the issuers common stock for the five consecutive trading days immediately following the second business day after January 14, 2020, a number of shares of Common Stock, rounded to the nearest whole share, equal to $35 million. Pursuant to the terms of the Subscription Agreement, on January 31, 2020, TS Biotechnology purchased 5,972,696 shares of issuer common stock, at a price per share of $5.86 (the "Purchased Shares"). At closing, TS Biotechnology elected to have the shares issued directly to its members.
3. Randal J. Kirk controls each of R.J. Kirk DOT, Third Security, 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"), Kellie L. Banks (2009) Long Term Trust ("Kellie L. Banks LTT"), Third Security Senior Staff 2015 LLC ("Sr. Staff 2015"), Third Security Staff 2015 LLC ("Staff 2015"), and Kapital Joe, LLC ("Kapital Joe"). 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.
4. Randal J. Kirk controls each of Third Security Capital Partners V, LLC ("TSCP V"), Third Security Staff 2001 LLC ("Staff 2001"), Lotus Capital (2000) Company Inc. ("Lotus"), Third Security Senior Staff 2006 LLC ("Senior Staff 2006"), and Third Security Staff 2006 LLC ("Staff 2006"), Third Security Incentive 2006 LLC ("Incentive 2006"), Mascara Kaboom, LLC ("Mascara Kaboom"), Third Security Senior Staff LLC ("Sr. Staff"), ADC 2010, LLC ("ADC 2010"), 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 02/04/2020
** 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).
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.