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)
09/24/2020
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 09/24/2020 A 21,428 A $3.5 13,517,050 I by R.J. Kirk DOT(1)
Common Stock 471,359 I by JPK 2008(1)
Common Stock 2,286,308 I by JPK 2009(1)
Common Stock 1,581,431 I by JPK 2012(1)
Common Stock 470,396 I by MGK 2008(1)
Common Stock 2,527,347 I by MGK 2009(1)
Common Stock 1,562,083 I by MGK 2011(1)
Common Stock 435,561 I by ZSK 2008(1)
Common Stock 212,653 I by ZSK 2009(1)
Common Stock 220,123 I by Kellie L. Banks LTT(1)
Common Stock 1,576,006 I by Senior Staff 2008(1)
Common Stock 1,576,006 I by Staff 2010(1)
Common Stock 1,252,438 I by Incentive 2010(1)
Common Stock 16,406,828 I by Sunset 2020(2)
Common Stock 975,084 I by Sr. Staff 2015(2)
Common Stock 975,084 I by Staff 2015(2)
Common Stock 14,140,139 I by Kapital Joe(2)
Common Stock 8,325,000 I by TSCP V(2)
Common Stock 311,287 I by Staff 2001(2)
Common Stock 1,403 I by Lotus(2)
Common Stock 118,266 I by Sr. Staff 2006(2)
Common Stock 59,133 I by Staff 2006(2)
Common Stock 19,711 I by Incentive 2006(2)
Common Stock 58,800 I by Sr. Staff(2)
Common Stock 213,805 I by ADC 2010(2)
Common Stock 13,340,645 I by NRM VI Holdings(2)
Common Stock 243,001 I by NRM VII Holdings(2)
Common Stock 1,144,481 I by Spouse
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
Option to Purchase Common Stock (Right to Buy) $3.5 09/24/2020 A 74,656 09/24/2020 09/24/2030 Common Stock 74,656 $0 74,656 I by R.J. Kirk DOT
Restricted Stock Units (3) 09/24/2020 A 53,571 (3) (3) Common Stock 53,571 $0 53,571 I by R.J. Kirk DOT
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"), 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. Randal J. Kirk controls each of Sunset 2020 LLC ("Sunset 2020"), Third Security Senior Staff 2015 LLC ("Sr. Staff 2015"), Third Security Staff 2015 LLC ("Staff 2015"), Kapital Joe, LLC ("Kapital Joe"), 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 ("Sr. Staff 2006"), Third Security Staff 2006 LLC ("Staff 2006"), Third Security Incentive 2006 LLC ("Incentive 2006"), Third Security Senior Staff LLC ("Sr. Staff"), ADC 2010, LLC ("ADC 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.
3. Each restricted stock unit (i) represents a contingent right to receive one (1) share of issuer common stock, and (ii) shall vest on the one-year anniversary of the date of grant, subject to Mr. Kirk continuously providing services to the issuer or an affiliate from the date of grant until such time.
/s/ Randal J. Kirk 09/28/2020
** 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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