PRECIGEN, INC. — Director's Dealing 2019

Dec 17, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Fibrocell Science, Inc. (FCSC)
CIK: 0000357097
Period of Report: 2019-12-13

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-12-13	Common Stock	C	10282	—	Acquired	80160	Indirect
2019-12-13	Common Stock	U	80160	$3	Disposed	0	Indirect
2019-12-13	Common Stock	C	291	—	Acquired	2453	Indirect
2019-12-13	Common Stock	U	2453	$3	Disposed	0	Indirect
2019-12-13	Common Stock	C	169602	—	Acquired	1324328	Indirect
2019-12-13	Common Stock	U	1324328	$3	Disposed	0	Indirect
2019-12-13	Common Stock	C	112617	—	Acquired	539337	Indirect
2019-12-13	Common Stock	U	539337	$3	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-12-13	Series A Convertible Preferred Stock	$	C	106	Disposed		Common Stock (10282)	Indirect
2019-12-13	Series A Convertible Preferred Stock	$	C	3	Disposed		Common Stock (291)	Indirect
2019-12-13	Series A Convertible Preferred Stock	$	C	1746	Disposed		Common Stock (169602)	Indirect
2019-12-13	Series A Convertible Preferred Stock	$	C	1161	Disposed		Common Stock (112617)	Indirect

Footnotes

F1: Pursuant to the Agreement and Plan of Merger, dated as of September 12, 2019 (the "Merger Agreement"), among the issuer, Castle Creek Pharmaceutical Holdings, Inc. ("Castle Creek") and Castle Creek Merger Corp. ("Merger Sub"), effective as of immediately prior to the effective time of the merger of the issuer and Merger Sub (the "Effective Time"), each share of common stock of the issuer that was issued and outstanding immediately prior to the Effective Time, was converted into and thereafter represented the right to receive $3.00 in cash, without interest (the "Merger Consideration"), subject to any withholding of taxes required by applicable law, upon surrender of the certificates or book-entry shares in accordance with Section 2.2 of the Merger Agreement.

F2: Each share of Series A Preferred Stock of the issuer issued and outstanding immediately prior to the Effective Time ("Preferred Stock"), in accordance with the terms of the Certificate of Designations, survived the merger transaction and thereafter only represented the right to receive an amount in cash, without interest, equal to the conversion amount, as that term is defined in the Consent and Termination Agreement ("Termination Agreement") entered into on September 12, 2019 by and among the issuer, Castle Creek, Merger Sub, Kapital Joe, LLC ("Kapital Joe"), Mascara Kaboom, LLC ("Mascara Kaboom"), NRM VII Holdings I, LLC ("NRM VII Holdings") and Intrexon Corporation ("Intrexon"), subject to any withholding of taxes required by applicable law, upon delivery of a Notice of Conversion in accordance with Section 2.2 of the Merger Agreement and the Certificate of Designations.

F3: Pursuant to the Termination Agreement: (i) the Conversion Amount was calculated as: (x) the number of issuer shares of common stock such share of Preferred Stock is entitled to be converted into pursuant to the Certificate of Designation, based on the stated value and assuming a conversion price of $11.6355, multiplied by (y) the Merger Consideration; and (ii) the Merger Sub issued and delivered a Promissory Note in the principal amount equal to the aggregate amount of all of the Conversion Amounts which such securityholder is entitled to receive. The Promissory Notes bear interest at a rate of 8% per annum and Merger Sub shall repay the principal amount and all accrued and unpaid interest on the date that is one hundred-eighty (180) days following the closing date of the merger transaction. Each entity received the noted Conversion Amount and Promissory Notes: Kapital Joe ($30,846); Mascara Kaboom ($873); NRM VII Holdings ($508,086); and Intrexon ($337,851).

F4: The indicated number of shares is reflective of all common shares held at the Effective Time of the merger, including those shares of Preferred Stock that were converted to common shares of the issuer, pursuant to the terms detailed in Footnotes 2 and 3.

F5: Randal J. Kirk controls Kapital Joe, Mascara Kaboom, and 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.

F6: Randal J. Kirk, directly and through certain affiliates, is the largest shareholder of Intrexon and serves as Intrexon's Chairman of the Board and Chief Executive Officer. 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.