PRECIGEN, INC. — Director's Dealing 2020

Feb 4, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRECIGEN, INC. (PGEN)
CIK: 0001356090
Period of Report: 2020-01-31

Reporting Person: KIRK RANDAL J (Director, Executive Chairman, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-01-31	Common Stock	A	33223	$6.02	Acquired	18528842	Indirect
2020-01-31	Common Stock	P	4155802	$5.86	Acquired	22684644	Indirect
2020-01-31	Common Stock	P	160546	$5.86	Acquired	367560	Indirect
2020-01-31	Common Stock	P	441800	$5.86	Acquired	1675873	Indirect
2020-01-31	Common Stock	P	250674	$5.86	Acquired	1316798	Indirect
2020-01-31	Common Stock	P	160785	$5.86	Acquired	366548	Indirect
2020-01-31	Common Stock	P	454642	$5.86	Acquired	1832054	Indirect
2020-01-31	Common Stock	P	133370	$5.86	Acquired	1299267	Indirect
2020-01-31	Common Stock	P	160606	$5.86	Acquired	337234	Indirect
2020-01-31	Common Stock	P	29684	$5.86	Acquired	151802	Indirect
2020-01-31	Common Stock	P	24787	$5.86	Acquired	182200	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3188586	Indirect
Common Stock	975084	Indirect
Common Stock	975084	Indirect
Common Stock	14140139	Indirect
Common Stock	8325000	Indirect
Common Stock	311287	Indirect
Common Stock	1403	Indirect
Common Stock	118266	Indirect
Common Stock	59133	Indirect
Common Stock	19711	Indirect
Common Stock	5483957	Indirect
Common Stock	58800	Indirect
Common Stock	213805	Indirect
Common Stock	1356648	Indirect
Common Stock	1356648	Indirect
Common Stock	1142759	Indirect
Common Stock	13340645	Indirect
Common Stock	243001	Indirect

Footnotes

F1: In accordance with the Restricted Stock Unit Agreement dated April 1, 2019 between Intrexon Corporation ("Intrexon") and Randal J. Kirk, each month Mr. Kirk will receive that number of shares of Intrexon common stock, rounded down to the nearest whole share, whose fair market value equals $200,000. The number of shares of Intrexon common stock are to become vested and payable based upon the volume-weighted average of the price of the common stock of Intrexon (as calculated by Bloomberg) over the 30-day period ending on the last calendar day of the month. Mr. Kirk has designated the R.J. Kirk Declaration of Trust ("R.J. Kirk DOT") to receive these shares. As of January 1, 2020, Mr. Kirk transitioned from Chief Executive Officer to the Executive Chairman of the issuer.

F2: On January 1, 2020, TS Biotechnology Holdings, LLC ("TS Biotechnology") entered into a subscription agreement with the issuer (the "Subscription Agreement"), pursuant to which, upon the terms and subject to the conditions set forth therein, TS Biotechnology agreed to purchase, at a per share price equal to the volume weighted average price of the issuers common stock for the five consecutive trading days immediately following the second business day after January 14, 2020, a number of shares of Common Stock, rounded to the nearest whole share, equal to $35 million. Pursuant to the terms of the Subscription Agreement, on January 31, 2020, TS Biotechnology purchased 5,972,696 shares of issuer common stock, at a price per share of $5.86 (the "Purchased Shares"). At closing, TS Biotechnology elected to have the shares issued directly to its members.

F3: Randal J. Kirk controls each of R.J. Kirk DOT, Third Security, JPK 2008, LLC ("JPK 2008"), JPK 2009, LLC ("JPK 2009"), JPK 2012, LLC ("JPK 2012"), MGK 2008, LLC ("MGK 2008"), MGK 2009, LLC ("MGK 2009"), MGK 2011, LLC ("MGK 2011"), ZSK 2008, LLC ("ZSK 2008"), ZSK 2009, LLC ("ZSK 2009"), Kellie L. Banks (2009) Long Term Trust ("Kellie L. Banks LTT"), Third Security Senior Staff 2015 LLC ("Sr. Staff 2015"), Third Security Staff 2015 LLC ("Staff 2015"), and Kapital Joe, LLC ("Kapital Joe"). Shares held by these entities may be deemed to be 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.

F4: Randal J. Kirk controls each of Third Security Capital Partners V, LLC ("TSCP V"), Third Security Staff 2001 LLC ("Staff 2001"), Lotus Capital (2000) Company Inc. ("Lotus"), Third Security Senior Staff 2006 LLC ("Senior Staff 2006"), and Third Security Staff 2006 LLC ("Staff 2006"), Third Security Incentive 2006 LLC ("Incentive 2006"), Mascara Kaboom, LLC ("Mascara Kaboom"), Third Security Senior Staff LLC ("Sr. Staff"), ADC 2010, LLC ("ADC 2010"), Third Security Senior Staff 2008 LLC ("Senior Staff 2008"), Third Security Staff 2010 LLC ("Staff 2010"), Third Security Incentive 2010 LLC ("Incentive 2010"), NRM VI Holdings I, LLC ("NRM VI Holdings") and NRM VII Holdings I, LLC ("NRM VII Holdings"). Shares held by these entities may be deemed to be 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.