PRECIGEN, INC. — Director's Dealing 2017

Mar 10, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Fibrocell Science, Inc. (FCSC)
CIK: 0000357097
Period of Report: 2017-03-08

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
2017-03-08	Series A Convertible Preferred	$0.7757	P	106	Acquired		Common Stock (136634)	Indirect
2017-03-08	Series A Convertible Preferred	$0.7757	P	3	Acquired		Common Stock (3867)	Indirect
2017-03-08	Series A Convertible Preferred	$0.7757	P	1746	Acquired		Common Stock (2250594)	Indirect
2017-03-08	Series A Convertible Preferred	$0.7757	P	1161	Acquired		Common Stock (1496529)	Indirect
2017-03-08	Warrant to Purchase Common Stock	$0.8459	P	136634	Acquired		Common Stock (136634)	Indirect
2017-03-08	Warrant to Purchase Common Stock	$0.8459	P	3867	Acquired		Common Stock (3867)	Indirect
2017-03-08	Warrant to Purchase Common Stock	$0.8459	P	2250594	Acquired		Common Stock (2250594)	Indirect
2017-03-08	Warrant to Purchase Common Stock	$0.8459	P	1496529	Acquired		Common Stock (1496529)	Indirect

Footnotes

F1: On March 7, 2017, the issuer entered into a Securities Purchase Agreement (the "Purchase Agreement") with certain of its existing investors pursuant to which the issuer agreed to sell a total of 8,000 units (the "Units") for a purchase price of $1,000 per Unit, with each Unit consisting of (i) one share of the issuers Series A Convertible Preferred Stock with an initial stated value of $1,000 and is immediately convertible into 1,289 shares of the issuer's common stock at a conversion price of $0.7757 ("Preferred Stock") and (ii) warrants to purchase 1,289 shares of the issuer's common stock. Each warrant will have an exercise price of $0.84591 per share, will be exercisable six months after the date of issuance and will expire five years from the date of issuance. The Preferred Stock 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.