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PRECIGEN, INC. — Major Shareholding Notification 2019
Jun 10, 2019
32044_mrq_2019-06-10_30587089-bdc4-491a-a85f-e96a490db470.zip
Major Shareholding Notification
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SC 13D/A 1 formsc13da.htm SC 13D/A Licensed to: Summit, a Broadridge Company Document created using EDGARfilings PROfile 5.1.0.0 Copyright 1995 - 2019 Broadridge
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Amendment No. 10)*
Under the Securities Exchange Act of 1934
| INTREXON CORPORATION |
|---|
| (Name of Issuer) |
| Common Stock |
|---|
| (Title of Class of Securities) |
| 46122T102 |
|---|
| (CUSIP Number) |
Third Security, LLC 1881 Grove Avenue Radford, Virginia 24141 Attention: Marcus E. Smith, Esq. (540) 633-7900
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
Copy to: John Owen Gwathmey, Esq. David I. Meyers, Esq. Troutman Sanders LLP Troutman Sanders Building 1001 Haxall Point Richmond, Virginia 23219 (804) 697-1239
| June 6, 2019 |
|---|
| (Date of Event which |
| Requires Filing of this Statement ) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box ☐ .
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
- The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 46122T102 Page 2 of 11
| 1 | NAMES OF REPORTING PERSONS | ||
|---|---|---|---|
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |||
| RANDAL J. KIRK | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ |
| (b) | ☒ | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||
| PF | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | ☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
| United States | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | |
| 74,378,292 | |||
| 8 | SHARED VOTING POWER | ||
| 0 | |||
| 9 | SOLE DISPOSITIVE POWER | ||
| 74,378,292 | |||
| 10 | SHARED DISPOSITIVE POWER | ||
| 0 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
| 74,378,292 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
| 46.1% | |||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||
| IN |
CUSIP No. 46122T102 Page 3 of 11
| 1 | NAMES OF REPORTING PERSONS | ||
|---|---|---|---|
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |||
| R.J. KIRK DECLARATION OF TRUST 31-6661283 | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ |
| (b) | ☒ | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||
| PF | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | ☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
| United States | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | |
| 18,268,451 | |||
| 8 | SHARED VOTING POWER | ||
| 0 | |||
| 9 | SOLE DISPOSITIVE POWER | ||
| 18,268,451 | |||
| 10 | SHARED DISPOSITIVE POWER | ||
| 0 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
| 18,268,451 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
| 11.3% | |||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||
| OO - trust |
CUSIP No. 46122T102 Page 4 of 11
| 1 | NAMES OF REPORTING PERSONS | ||
|---|---|---|---|
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |||
| THIRD SECURITY, LLC I.R.S. IDENTIFICATION NO.: 54-1923091 | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ |
| (b) | ☒ | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||
| WC | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | ☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
| Virginia | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | |
| 55,951,025 | |||
| 8 | SHARED VOTING POWER | ||
| 0 | |||
| 9 | SOLE DISPOSITIVE POWER | ||
| 55,951,025 | |||
| 10 | SHARED DISPOSITIVE POWER | ||
| 0 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
| 55,951,025 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
| 34.6% | |||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||
| OO – limited liability company |
CUSIP No. 46122T102 Page 5 of 11
| 1 | NAMES OF REPORTING PERSONS | ||
|---|---|---|---|
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |||
| THIRD SECURITY CAPITAL PARTNERS V, LLC I.R.S. IDENTIFICATION NO.: 52-2395642 | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ |
| (b) | ☒ | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||
| WC | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | ☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
| Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | |
| 8,325,000 | |||
| 8 | SHARED VOTING POWER | ||
| 0 | |||
| 9 | SOLE DISPOSITIVE POWER | ||
| 8,325,000 | |||
| 10 | SHARED DISPOSITIVE POWER | ||
| 0 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
| 8,325,000 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
| 5.2% | |||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||
| OO – limited liability company |
CUSIP No. 46122T102 Page 6 of 11
| 1 | NAMES OF REPORTING PERSONS | ||
|---|---|---|---|
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |||
| NRM VI HOLDINGS I, LLC I.R.S. IDENTIFICATION NO.: 27-1471440 | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ |
| (b) | ☒ | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||
| WC | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | ☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
| Virginia | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | |
| 13,340,645 | |||
| 8 | SHARED VOTING POWER | ||
| 0 | |||
| 9 | SOLE DISPOSITIVE POWER | ||
| 13,340,645 | |||
| 10 | SHARED DISPOSITIVE POWER | ||
| 0 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
| 13,340,645 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
| 8.3% | |||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||
| OO – limited liability company |
CUSIP No. 46122T102 Page 7 of 11
| 1 | NAMES OF REPORTING PERSONS | ||
|---|---|---|---|
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |||
| KAPITAL JOE, LLC I.R.S. IDENTIFICATION NO.: 45-2595931 | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ |
| (b) | ☒ | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||
| WC | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | ☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
| Virginia | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | |
| 14,140,139 | |||
| 8 | SHARED VOTING POWER | ||
| 0 | |||
| 9 | SOLE DISPOSITIVE POWER | ||
| 14,140,139 | |||
| 10 | SHARED DISPOSITIVE POWER | ||
| 0 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
| 14,140,139 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
| 8.8% | |||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||
| OO – limited liability company |
CUSIP No. 46122T102 Page 8 of 11
This Amendment No. 10 (the “Amendment”) amends and supplements the Statement on Schedule 13D, dated March 27, 2014 and filed on April 7, 2014, as amended by Amendment No. 1 dated December 31, 2014 and filed on January 5, 2015, by Amendment No. 2 dated May 31, 2016 and filed June 2, 2016, by Amendment No. 3 dated July 24, 2017 and filed July 26, 2017, by Amendment No. 4 dated October 16, 2017 and filed October 23, 2017, by Amendment No. 5 dated December 29, 2017 and filed on January 2, 2018, by Amendment No. 6 dated January 19, 2018 and filed January 22, 2018, by Amendment No. 7 dated July 3, 2018 and filed July 6, 2018, by Amendment No. 8 dated May 13, 2019 and filed May 15, 2019, and by Amendment No. 9 dated May 24, 2019 and filed on May 24, 2019 (the “Original Schedule 13D”), relating to the Common Stock, no par value per share (the “Common Stock”), of Intrexon Corporation, a Virginia corporation (the “Company”). Mr. Randal J. Kirk (“Mr. Kirk”), the R.J. Kirk Declaration of Trust, a revocable trust established by Mr. Kirk (“RJ DOT”), Third Security, LLC, a Virginia limited liability company that is controlled by Mr. Kirk (“Third Security”), Third Security Capital Partners V, LLC, a Delaware limited liability company that is managed by Third Security (“TSCP V”), Kapital Joe, LLC, a Virginia limited liability company that is managed by Third Security (“Kapital Joe”), and NRM VI Holdings I, LLC, a Delaware limited liability company that is managed by an affiliate that is managed by Third Security (“NRM VI Holdings” and, together with Mr. Kirk, the RJ DOT, Third Security, TSCP V, and Kapital Joe, the “Reporting Persons”) are filing this Amendment to disclose the purchase by entities under the common control of Mr. Kirk of 1,969,767 shares of Common Stock, in open market transactions between May 29, 2019 and June 7, 2019 (the “Purchased Shares”).
ITEM 3. Source and Amount of Funds or Other Consideration .
Item 3 of the Original Schedule 13D is hereby amended and supplemented as follows:
The following Reporting Persons, entities managed by Third Security, or entities for which a Reporting Person is trustee (hereinafter collectively referred to as the “Purchasing Entities”), each utilized its working capital to purchase 1,969,767 shares, in open market transactions between May 29, 2019 and June 7, 2019, for an aggregate purchase price of approximately $9,803,200.
| Entity | Number of Purchased Shares | Percentage of Shares of Common Stock Purchased |
|---|---|---|
| RJ DOT | 689,927 | 35.026% |
| JPK 2008, LLC | 18,752 | 0.952% |
| JPK 2009, LLC | 142,337 | 7.226% |
| JPK 2012, LLC | 63,307 | 3.214% |
| MGK 2008, LLC | 18,005 | 0.914% |
| MGK 2009, LLC | 148,009 | 7.514% |
| MGK 2011, LLC | 64,254 | 3.262% |
| ZSK 2008, LLC | 17,690 | 0.898% |
| ZSK 2009, LLC | 13,198 | 0.670% |
| Kellie L. Banks (2009) Long Term Trust | 6,381 | 0.324% |
| Third Security Senior Staff 2015 LLC | 315,163 | 16.000% |
| Third Security Staff 2015 LLC | 315,163 | 16.000% |
| Third Security Incentive 2010 LLC | 157,581 | 8.000% |
CUSIP No. 46122T102 Page 9 of 11
On May 13, 2019, the Purchasing Entities entered into a purchase agreement setting forth the allocation of the Purchased Shares, which allocation is set forth in the table above. Shares purchased pursuant to the purchase agreement were allocated to each purchasing entity at the same price per share.
ITEM 4. Purpose of Transaction .
Item 4 of the Original Schedule 13D is hereby amended and supplemented as follows:
The information set forth in Items 3 and 6 is incorporated herein by reference.
The shares disclosed herein were acquired by the Purchasing Entities for investment purposes.
ITEM 5. Interest in Securities of the Issuer .
Items 5(a) and (b) of the Original Schedule 13D are hereby amended and restated to read in their entirety as follows:
(a) and (b) See items 11 and 13 of the cover pages to this Statement for the aggregate number of shares and percentage of issued and outstanding shares of Common Stock of the Company owned by the Reporting Persons. The percentage ownership is calculated based on 160,764,358 shares of Common Stock issued and outstanding as of April 30, 2019 as disclosed in the Intrexon Corporation Quarterly Report on Form 10-Q for the period ended March 31, 2019 and filed on May 9, 2019, increased by (i) 508,617 and 184,889 shares of Common Stock issued to Third Security on May 1, 2019 and June 3, 2019, respectively, pursuant to the Services Agreement by and between the Company and Third Security dated November 1, 2015, as amended by the First Amendment to the Services Agreement dated October 31, 2016, as amended by the Second Amendment to the Services Agreement dated December 30, 2016, as amended by the Third Amendment to the Services Agreement dated December 28, 2017, and as amended by the Fourth Amendment to the Services Agreement dated April 18, 2019 (the “Services Agreement”) and (ii) 44,283 shares of Common Stock issued to Randal J. Kirk pursuant to the Restricted Stock Unit Agreement by and between the Company and Randal J. Kirk dated April 1, 2019 (the “RSU Agreement”).
CUSIP No. 46122T102 Page 10 of 11
| Reporting Person — Randal J. Kirk | 74,378,292 | 46.1% | 74,378,292 | -- | 74,378,292 | -- |
|---|---|---|---|---|---|---|
| R.J. Kirk Declaration of Trust | 18,268,451 | 11.3% | 18,268,451 | -- | 18,268,451 | |
| Third Security, LLC | 55,591,025 | 34.6% | 55,951,025 | -- | 55,951,025 | -- |
| Third Security Capital Partners V, LLC | 8,325,000 | 5.2% | 8,325,000 | -- | 8,325,000 | -- |
| NRM VI Holdings I, LLC | 13,340,645 | 8.3% | 13,340,645 | -- | 13,340,645 | -- |
| Kapital Joe, LLC | 14,140,139 | 8.8% | 14,140,139 | -- | 14,140,139 | -- |
Mr. Kirk could be deemed to have indirect beneficial ownership of the shares of Common Stock directly beneficially owned by the RJ DOT, Third Security, TSCP V, Kapital Joe, and NRM VI Holdings. Mr. Kirk controls Third Security, which is the manager of TSCP V and Kapital Joe and which manages the manager of NRM VI Holdings.
(c) Pursuant to the Services Agreement, the Company issued to Third Security, 184,889 shares of Common Stock at a volume weighted average price per share of $4.33 for services provided from May 1, 2019 through May 31, 2019.
Pursuant to the RSU Agreement, the Company issued to Mr. Kirk, 44,283 shares of Common Stock at a volume weighted average price per share of $4.52 on May 31, 2019.
Except as disclosed in the Original 13D and this Amendment, none of the Reporting Persons have engaged in any transactions in the Company’s Common Stock in the past 60 days.
(d) – (e) Not applicable
ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer .
Item 6 of the Original Schedule 13D is hereby amended and restated to read in its entirety as follows:
The Reporting Persons’ response to Item 3 is incorporated herein by reference.
ITEM 7. Material to be Filed as Exhibits .
Exhibit 1 Joint Filing Agreement, dated as of June 10, 2019, by and among Randal J. Kirk, the R.J. Kirk Declaration of Trust, Third Security, LLC, Third Security Capital Partners V, LLC, Kapital Joe, LLC, and NRM VI Holdings I, LLC.
CUSIP No. 46122T102 Page 11 of 11
SIGNATURES
After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Date: June 10, 2019
| /s/ Randal J. Kirk |
|---|
| Randal J. Kirk |
| R.J. KIRK DECLARATION OF TRUST | |
|---|---|
| By: | /s/ Randal J. Kirk |
| Randal J. Kirk | |
| Trustee |
| THIRD SECURITY, LLC | |
|---|---|
| By: | /s/ Randal J. Kirk |
| Randal J. Kirk | |
| Manager |
| THIRD SECURITY CAPITAL PARTNERS V, LLC | |
|---|---|
| By: | /s/ Randal J. Kirk |
| Randal J. Kirk | |
| Manager |
| KAPITAL JOE, LLC | |
|---|---|
| By: | /s/ Randal J. Kirk |
| Randal J. Kirk | |
| Manager |
| NRM VI HOLDINGS I, LLC | |
|---|---|
| By: | /s/ Randal J. Kirk |
| Randal J. Kirk | |
| Manager |
EXHIBIT INDEX
Exhibit 1 Joint Filing Agreement, dated as of June 10, 2019, by and among Randal J. Kirk, the R.J. Kirk Declaration of Trust, Third Security, LLC, Third Security Capital Partners V, LLC, Kapital Joe, LLC, and NRM VI Holdings I, LLC.