Precipio, Inc. — Director's Dealing 2012

Feb 7, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRANSGENOMIC INC (TBIO.OB)
CIK: 0001043961
Period of Report: 2012-02-03

Reporting Person: KIRK RANDAL J (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-03	Common Stock	C	1200000	—	Acquired	1298361	Indirect
2012-02-03	Common Stock	C	1200000	—	Acquired	1298361	Indirect
2012-02-03	Common Stock	C	600000	—	Acquired	649181	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-03	Convertible Promissory Note	$1.00	C		Disposed		Units (1200000)	Indirect
2012-02-03	Convertible Promissory Note	$1.00	C		Disposed		Units (1200000)	Indirect
2012-02-03	Convertible Promissory Note	$1.00	C		Disposed		Units (600000)	Indirect
2012-02-03	Warrant to Purchase Common Stock	$1.25	C	600000	Acquired	2017-02-02	Common Stock (600000)	Indirect
2012-02-03	Warrant to Purchase Common Stock	$1.25	C	600000	Acquired	2017-02-02	Common Stock (600000)	Indirect
2012-02-03	Warrant to Purchase Common Stock	$1.25	C	300000	Acquired	2017-02-02	Common Stock (300000)	Indirect

Footnotes

F1: The Convertible Promissory Notes (the "Notes") in the amount of $1.2 million, $1.2 million and $600,000 were issued on December 30, 2011 to Third Security Senior Staff 2008 LLC ("TS Senior Staff 2008"), Third Security Staff 2010 LLC ("TS Staff 2010"), and Third Security Incentive 2010 LLC ("TS Incentive 2010"), respectively, at an interest rate of 16% per annum with a maturity date of March 31, 2012. Pursuant to their terms, the Notes automatically converted into Units on February 3, 2012 upon a Qualified Financing, as defined in the Notes, by the issuer. Each Unit consists of one (1) share of Common Stock and a Warrant to Purchase 0.5 shares of Common Stock at an exercise price of $1.25 per share.

F2: Randal J. Kirk controls each of TS Senior Staff 2008, TS Staff 2010 and TS Incentive 2010. 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.

F3: These warrants are exercisable immediately upon issuance.