PRECIGEN, INC. — Director's Dealing 2016

Sep 9, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Fibrocell Science, Inc. (FCSC)
CIK: 0000357097
Period of Report: 2016-09-07

Reporting Person: KIRK RANDAL J (10% Owner)
Reporting Person: INTREXON CORP (10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-09-07	Convertible Promissory Note	$	P		Acquired		Common Stock ()	Indirect
2016-09-07	Convertible Promissory Note	$	P		Acquired		Common Stock ()	Indirect
2016-09-07	Convertible Promissory Note	$	P		Acquired		Common Stock ()	Indirect
2016-09-07	Convertible Promissory Note	$	P		Acquired		Common Stock ()	Indirect
2016-09-07	Warrant to Purchase Common Stock	$1.50	P	236851	Acquired	2021-09-07	Common Stock (236851)	Indirect
2016-09-07	Warrant to Purchase Common Stock	$1.50	P	7325	Acquired	2021-09-07	Common Stock (7325)	Indirect
2016-09-07	Warrant to Purchase Common Stock	$1.50	P	3913979	Acquired	2021-09-07	Common Stock (3913979)	Indirect
2016-09-07	Warrant to Purchase Common Stock	$1.50	P	2604345	Acquired	2021-09-07	Common Stock (2604345)	Indirect

Footnotes

F1: The Convertible Promissory Notes bear interest at a rate of 4% per annum with a maturity date of the earlier of (i) September 7, 2026 and (ii) 180 days after the date on which the issuer's product candidate, FCX-007, is approved by the United States Food and Drug Administration. The Notes are convertible at the option of each holder into shares of common stock at a conversion price of $1.13625. In connection with the purchase of the Notes, each holder also received a warrant to purchase one share of the issuer's common stock per one dollar invested at a price per share of $1.50. The Notes and Warrants each contain an ownership limitation requiring the investors to provide 61-days' advance written notice prior to conversion or exercise, respectively.

F2: Randal J. Kirk controls Kapital Joe, LLC ("Kapital Joe"), Mascara Kaboom, LLC ("Mascara Kaboom") and NRM VII Holdings I, LLC (NRM VII Holdings"). Shares held by these entities may be deemed to be indirectly 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.

F3: Randal J. Kirk, directly and through certain affiliates, has voting and dispositive power over a majority of the outstanding capital stock of Intrexon Corporation ("Intrexon"). Mr. Kirk may therefore be deemed to have voting and dispositive power over the shares of the issuer owned by Intrexon. Shares held by Intrexon may be deemed to be indirectly 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.