PRECIGEN, INC.
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(Name of Issuer)
|
Common Stock
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(Title of Class of Securities)
|
46122T102
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(CUSIP Number)
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Third Security, LLC
1881 Grove Avenue
Radford, Virginia 24141
Attention: Marcus E. Smith, Esq.
(540) 633-7900
|
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
|
Copy to:
John Owen Gwathmey, Esq.
David I. Meyers, Esq.
Troutman Pepper Hamilton Sanders LLP
Troutman Sanders Building
1001 Haxall Point
Richmond, Virginia 23219
(804) 697-1239
|
December 17, 2020
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(Date of Event which Requires Filing of this Statement)
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CUSIP No. 46122T102
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Page 2 of 11 |
1
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NAMES OF REPORTING PERSONS
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RANDAL J. KIRK |
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
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(b)
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☒
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||||
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||||
3
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SEC USE ONLY
|
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||||
4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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PF |
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|||
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||||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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||
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||||
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||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States |
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||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
81,822,163
|
|
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|||
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||||
8
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SHARED VOTING POWER
|
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||
0 |
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|||
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||||
9
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SOLE DISPOSITIVE POWER
|
|
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||
81,822,163
|
|
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|||
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||||
10
|
SHARED DISPOSITIVE POWER
|
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||
0 |
|
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|||
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||||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
81,822,163
|
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|||
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||||
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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||
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||||
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||||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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||
43.6% |
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|||
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||||
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN |
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CUSIP No. 46122T102
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Page 3 of 11 |
1
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NAMES OF REPORTING PERSONS
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R.J. KIRK DECLARATION OF TRUST
31-6661283
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||||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
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SEC USE ONLY
|
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||
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|||
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||||
4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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PF
|
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|||
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||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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||
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||||
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||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States |
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|||
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||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
18,313,582
|
|
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|||
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||||
8
|
SHARED VOTING POWER
|
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||
0 |
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
18,313,582
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
18,313,582
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
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|
||||
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|
||||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
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||
9.8%
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|||
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||||
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO - trust
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CUSIP No. 46122T102
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Page 4 of 11 |
1
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NAMES OF REPORTING PERSONS
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SUNSET 2020 LLC
I.R.S. IDENTIFICATION NO.: 84-4795218
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||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
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SEC USE ONLY
|
|
|
||
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|||
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|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC
|
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|||
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||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
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|
||||
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|
||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
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||
Delaware |
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|||
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||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
16,406,828
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
16,406,828
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
16,406,828
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
8.7%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
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|
||
OO – limited liability company
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CUSIP No. 46122T102
|
Page 5 of 11 |
1
|
NAMES OF REPORTING PERSONS
|
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THIRD SECURITY, LLC
I.R.S. IDENTIFICATION NO.: 54-1923091
|
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|||
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||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
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|
|||
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|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
WC |
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Virginia
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
45,433,762
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
45,433,762
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
45,433,762
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
24.2%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO – limited liability company
|
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|
|||
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CUSIP No. 46122T102
|
Page 6 of 11 |
1
|
NAMES OF REPORTING PERSONS
|
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NRM VI HOLDINGS I, LLC
I.R.S. IDENTIFICATION NO.: 27-1471440
|
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|
|||
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|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
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|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
WC
|
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|
|||
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|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Virginia
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
0
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
0%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO – limited liability company
|
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|
|||
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CUSIP No. 46122T102
|
Page 7 of 11 |
1
|
NAMES OF REPORTING PERSONS
|
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KAPITAL JOE, LLC
I.R.S. IDENTIFICATION NO.: 45-2595931
|
|
|
|||
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|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
WC
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Virginia
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
14,140,139
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
14,140,139
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
14,140,139
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
7.5%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO – limited liability company
|
|
|
|||
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CUSIP No. 46122T102
|
Page 8 of 11 |
Item 4. |
Purpose of Transaction.
|
CUSIP No. 46122T102
|
Page 9 of 11 |
(a)
|
The acquisition by any person of additional securities of the Company, or the disposition of securities of the Company;
|
|
(b)
|
An extraordinary corporate transaction such as a merger, reorganization or disposition, involving the Company or any of its subsidiaries;
|
|
(c)
|
A sale or transfer of a material amount of assets of the Company or any of its subsidiaries;
|
|
(d)
|
Any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the
board;
|
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(e)
|
Any material change in the present capitalization or dividend policy of the Company;
|
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(f)
|
Any other material change in the Company’s business or corporate structure, including but not limited to, if the Company is a registered closed-end investment company, any plans or proposals
to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940;
|
|
(g)
|
Changes in the Company’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person;
|
(h)
|
Causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered
national securities association;
|
(i)
|
A class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or
|
(j)
|
Any action similar to any of those actions enumerated above.
|
Item 5. |
Interest in Securities of the Issuer.
|
CUSIP No. 46122T102
|
Page 10 of 11 |
Reporting Person
|
Amount of
Common Stock
Beneficially
Owned
|
Percent
of Class
|
Sole Power
to Vote or
Direct
the Vote
|
Shared
Power to
Vote or
Direct
the Vote
|
Sole Power to
Dispose or to
Direct the
Disposition
|
Shared Power to
Dispose or to
Direct the
Disposition
|
||||||||||||
Randal J. Kirk
|
81,822,163
|
43.6%
|
|
81,822,163
|
--
|
81,822,163
|
--
|
|||||||||||
R.J. Kirk Declaration of Trust
|
18,313,582
|
9.8%
|
|
18,313,582
|
--
|
18,313,582
|
||||||||||||
Third Security, LLC
|
45,433,762
|
24.2%
|
|
45,433,762
|
--
|
45,433,762
|
--
|
|||||||||||
Sunset 2020 LLC
|
16,406,828
|
8.7%
|
|
16,406,828
|
--
|
16,406,828
|
--
|
|||||||||||
NRM VI Holdings I, LLC
|
--
|
0%
|
|
--
|
--
|
--
|
--
|
|||||||||||
Kapital Joe, LLC
|
14,140,139
|
7.5%
|
14,140,139
|
--
|
14,140,139
|
--
|
Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
|
Item 7. |
Material to be Filed as Exhibits.
|
Exhibit 1 |
Joint Filing Agreement, dated as of December 21, 2020, by and among Randal J. Kirk, the R.J. Kirk Declaration of Trust, Third Security, LLC, Sunset 2020 LLC, Kapital Joe, LLC, and NRM VI Holdings I, LLC.
|
CUSIP No. 46122T102
|
Page 11 of 11 |
Date: December 21, 2020
|
||
/s/ Randal J. Kirk
|
||
Randal J. Kirk
|
||
R.J. KIRK DECLARATION OF TRUST
|
||
By:
|
/s/ Randal J. Kirk
|
|
Randal J. Kirk
|
||
Trustee
|
||
THIRD SECURITY, LLC
|
||
By:
|
/s/ Randal J. Kirk
|
|
Randal J. Kirk
|
||
Manager
|
||
SUNSET 2020 LLC
|
||
By:
|
/s/ Randal J. Kirk
|
|
Randal J. Kirk
|
||
Manager
|
||
By:
|
/s/ Randal J. Kirk
|
|
Randal J. Kirk
|
||
Manager
|
||
NRM VI HOLDINGS I, LLC
|
||
By:
|
/s/ Randal J. Kirk
|
|
Randal J. Kirk
|
||
Manager
|
Exhibit 1 |
Joint Filing Agreement, dated as of December 21, 2020, by and among Randal J. Kirk, the R.J. Kirk Declaration of Trust, Third Security, LLC, Sunset 2020 LLC, Kapital Joe, LLC, and NRM VI Holdings I, LLC.
|
Date: December 21, 2020
|
||
/s/ Randal J. Kirk
|
||
Randal J. Kirk
|
||
R.J. KIRK DECLARATION OF TRUST
|
||
By:
|
/s/ Randal J. Kirk
|
|
Randal J. Kirk
|
||
Trustee
|
||
THIRD SECURITY, LLC
|
||
By:
|
/s/ Randal J. Kirk
|
|
Randal J. Kirk
|
||
Manager
|
||
SUNSET 2020 LLC
|
||
By:
|
/s/ Randal J. Kirk
|
|
Randal J. Kirk
|
||
Manager
|
||
KAPITAL JOE, LLC
|
||
By:
|
/s/ Randal J. Kirk
|
|
Randal J. Kirk
|
||
Manager
|
||
NRM VI HOLDINGS I, LLC
|
||
By:
|
/s/ Randal J. Kirk
|
|
Randal J. Kirk
|
||
Manager
|