ORAGENICS INC — Director's Dealing 2012

Mar 27, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ORAGENICS INC (ORNI)
CIK: 0001174940
Period of Report: 2012-03-23

Reporting Person: KOSKI FAMILY LP (10% Owner)
Reporting Person: KOSKI CHRISTINE L (Director, 10% Owner)
Reporting Person: KOSKI BEVERLY (10% Owner)
Reporting Person: KOSKI ROBERT C (Director, 10% Owner)
Reporting Person: KOSKI THOMAS L (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-23	Common Stock	P	6285619	—	Acquired	8075619	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-23	Common Stock Warrants (Right to Buy)	$2.00	P	1571405	Acquired	2015-03-22	Common Stock (1571405)	Direct
2012-03-23	Common Stock Warrants (Right to Buy)	$2.00	P	599520	Acquired	2015-03-22	Common Stock (599520)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	11400	Direct
Common Stock	451066	Direct
Common Stock	469666	Direct
Common Stock	497666	Indirect
Common Stock	10000	Indirect

Footnotes

F1: On March 23, 2012, Oragenics, Inc. (the "Company") entered into an Exchange of Notes for Equity Agreement (the "Debt Exchange Agreement") with the Koski Family Limited Partnership ("KFLP"). Pursuant to the terms of the Debt Exchange Agreement, the Company issued 6,285,619 shares of common stock and warrants to acquire 1,571,405 shares of common stock to the KFLP in exchange for the cancellation of an aggregate of $8,737,011 of indebtedness owed to the KFLP under the Company's existing unsecured revolving credit facility. The warrants are exercisable immediately at a price per share of $2.00 and expire three (3) years from the date of issuance.

F2: Shares owned directly by Koski Family Limited Partnership. Shares owned indirectly by Beverly Koski (through Koski Management, Inc. solely owned by Beverly Koski), Christine L. Koski, Robert C. Koski and Thomas L. Koski, each of whom is a general partner of the partnership or the controlling person of a corporate general partner of the partnership.

F3: Each reporting person disclaims beneficial ownership of all indirectly owned securities in excess of such reporting person's pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner for purposes of Section 16 or any other purpose.

F4: Shares owned directly by Robert C. Koski.

F5: Shares owned directly by Christine L. Koski.

F6: Shares owned directly by Thomas L. Koski.

F7: Shares owned by trusts of which Mr. Robert C. Koski is sole trustee. Such trusts are as follows: the Robert Clayton Koski Trust for the benefit of Anthony James Hunter (100,000 shares); the Robert Clayton Koski Trust for the benefit of Hunter Buchanan Koski (100,000 shares); the Robert Clayton Koski Trust for the benefit of Clayton Ward Bennett (100,000 shares); the Robert Clayton Koski Trust for the benefit of Robert Edward Koski (100,000 shares); and the Robert Clayton Koski Trust for the benefit of Elyse Margaux Koski (97,666 shares). Mr. Koski disclaims beneficial ownership of the shares held by the trusts except to the extent of any pecuniary interest.

F8: Shares owned indirectly by Beverly Koski (through Koski Management, Inc).

F9: On March 23, 2012, the Company also entered into a new loan agreement (the "Loan Agreement") with the KFLP. Pursuant to the Loan Agreement the Company also issued warrants to the KFLP to acquire 599,520 shares of the Company common stock. The warrants are exercisable immediately at a price per share of $2.00 and expire three (3) years from the date of issuance.