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 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)
08/11/2020
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 08/11/2020 P 562,568 A $4.5 13,216,701(2) I by R.J. Kirk DOT(1)
Common Stock 08/12/2020 P 278,921 A $4.26 13,495,622 I by R.J. Kirk DOT(1)
Common Stock 08/11/2020 P 21,733 A $4.5 460,584(2) I by JPK 2008(1)
Common Stock 08/12/2020 P 10,775 A $4.26 471,359 I by JPK 2008(1)
Common Stock 08/11/2020 P 59,806 A $4.5 2,256,656(2) I by JPK 2009(1)
Common Stock 08/12/2020 P 29,652 A $4.26 2,286,308 I by JPK 2009(1)
Common Stock 08/11/2020 P 33,934 A $4.5 1,564,607(2) I by JPK 2012(1)
Common Stock 08/12/2020 P 16,824 A $4.26 1,581,431 I by JPK 2012(1)
Common Stock 08/11/2020 P 21,765 A $4.5 459,604(2) I by MGK 2008(1)
Common Stock 08/12/2020 P 10,792 A $4.26 470,396 I by MGK 2008(1)
Common Stock 08/11/2020 P 61,544 A $4.5 2,496,833(2) I by MGK 2009(1)
Common Stock 08/12/2020 P 30,514 A $4.26 2,527,347 I by MGK 2009(1)
Common Stock 08/11/2020 P 18,054 A $4.5 1,553,131(2) I by MGK 2011(1)
Common Stock 08/12/2020 P 8,952 A $4.26 1,562,083 I by MGK 2011(1)
Common Stock 08/11/2020 P 21,741 A $4.5 424,782(2) I by ZSK 2008(1)
Common Stock 08/12/2020 P 10,779 A $4.26 435,561 I by ZSK 2008(1)
Common Stock 08/11/2020 P 4,018 A $4.5 210,660(2) I by ZSK 2009(1)
Common Stock 08/12/2020 P 1,993 A $4.26 212,653 I by ZSK 2009(1)
Common Stock 08/11/2020 P 3,355 A $4.5 218,459(2) I by Kellie L. Banks LTT(1)
Common Stock 08/12/2020 P 1,664 A $4.26 220,123 I by Kellie L. Banks LTT(1)
Common Stock 0(2) I by Mascara Kaboom
Common Stock 1,576,006(2) I by Senior Staff 2008(1)
Common Stock 1,576,006(2) I by Staff 2010(1)
Common Stock 1,252,438(2) I by Incentive 2010(1)
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. Randal J. Kirk controls each of R.J. Kirk Declaration of Trust ("R.J. 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"), Kellie L. Banks (2009) Long Term Trust ("Kellie L. Banks LTT"), Mascara Kaboom, LLC ("Mascara Kaboom"), Third Security Senior Staff 2008 LLC ("Senior Staff 2008"), Third Security Staff 2010 LLC ("Staff 2010"), and Third Security Incentive 2010 LLC ("Incentive 2010"). 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.
2. On May 1, 2020, the manager of Mascara Kaboom elected to dissolve and terminate the company, and distribute the assets of the company to its members, all of which are controlled by Mr. Kirk, in accordance with the company's Operating Agreement, dated October 25, 2012. In connection with this dissolution, Mascara Kaboom distributed 5,483,957 shares of issuer common stock to each of its members: R.J. Kirk DOT (3,065,532), JPK 2008 (71,291), MGK 2008 (71,291), ZSK 2008 (65,807), JPK 2009 (520,977), MGK 2009 (603,235), ZSK 2009 (54,840), JPK 2012 (213,875), Kellie L. Banks LTT (32,904), MGK 2011 (235,810), Senior Staff 2008 (219,358), Staff 2010 (219,358), and Incentive 2010 (109,679).
/s/ Randal J. Kirk 08/13/2020
** 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).
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