Precipio, Inc. — Director's Dealing 2016

Jan 11, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRANSGENOMIC INC (TBIO)
CIK: 0001043961
Period of Report: 2016-01-06

Reporting Person: KIRK RANDAL J (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-01-06	Common Stock	C	922141	—	Acquired	1230337	Indirect
2016-01-06	Common Stock	P	1789930	$1	Acquired	3020267	Indirect
2016-01-06	Common Stock	C	344822	—	Acquired	653018	Indirect
2016-01-06	Common Stock	P	1472636	$1	Acquired	2125654	Indirect
2016-01-06	Common Stock	C	461072	—	Acquired	615170	Indirect
2016-01-06	Common Stock	P	894965	$1	Acquired	1510135	Indirect
2016-01-06	Common Stock	C	577319	—	Acquired	577319	Indirect
2016-01-06	Common Stock	P	317294	$1	Acquired	894613	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-01-06	Series A Convertible Preferred Stock	$	C	1034482	Disposed		Common Stock (344822)	Indirect
2016-01-06	Series B Convertible Preferred Stock	$	C	577319	Disposed		Common Stock (577319)	Indirect
2016-01-06	Series A Convertible Preferred Stock	$	C	1034482	Disposed		Common Stock (344822)	Indirect
2016-01-06	Series A Convertible Preferred Stock	$	C	517241	Disposed		Common Stock (172413)	Indirect
2016-01-06	Series B Convertible Preferred Stock	$	C	288659	Disposed		Common Stock (288659)	Indirect
2016-01-06	Series B Convertible Preferred Stock	$	C	577319	Disposed		Common Stock (577319)	Indirect
2016-01-08	Series A-1 Convertible Preferred Stock	$	P	85882	Acquired		Common Stock (85882)	Indirect
2016-01-08	Warrant to Purchase Common Stock	$1.21	P	64411	Acquired	2021-01-08	Common Stock ()	Indirect
2016-01-08	Series A-1 Convertible Preferred Stock	$	P	42941	Acquired		Common Stock (42941)	Indirect
2016-01-08	Warrant to Purchase Common Stock	$1.21	P	32205	Acquired	2021-01-08	Common Stock ()	Indirect
2016-01-08	Series A-1 Convertible Preferred Stock	$	P	42941	Acquired		Common Stock (42941)	Indirect
2016-01-08	Warrant to Purchase Common Stock	$1.21	P	32205	Acquired	2021-01-08	Common Stock ()	Indirect
2016-01-08	Series A-1 Convertible Preferred Stock	$	P	42941	Acquired		Common Stock (42941)	Indirect
2016-01-08	Warrant to Purchase Common Stock	$1.21	P	32205	Acquired	2021-01-08	Common Stock ()	Indirect

Footnotes

F1: The indicated shares represent the number of shares received upon conversion of the issuer's Convertible Preferred Stock pursuant to the Conversion Agreement entered into between the issuer and each of Third Security Senior Staff 2008 LLC ("Senior Staff 2008"), Third Security Staff 2010 LLC ("Staff 2010") and Third Security Incentive 2010 LLC ("Incentive 2010") and Third Security Staff 2014 LLC ("Staff 2014") dated January 6, 2016 (the "Conversion Agreement"), indicated by series in Table II.

F2: On January 27, 2014 the issuer effected a 1-for-12 reverse stock split. The number of shares beneficially owned as stated in column 5 of Table I includes the number of shares of common stock held by the respective entity following the reverse stock split.

F3: Randal J. Kirk controls Third Security, LLC, which is the manager of each of Senior Staff 2008, Staff 2010, Incentive 2010 and Staff 2014. 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: Pursuant to the Conversion Agreement, the parties agreed that in lieu of receiving cash for the accrued dividends for both Series A Convertible Preferred Stock and Series B Convertible Preferred Sock, the issuer would issue to each of Senior Staff 2008, Staff 2010, Incentive 2010 and Staff 2014 common stock at a rate of one (1) share per dividend dollar. This resulted in ownership of shares of common stock reflected in column 4 of Table I.

F5: Pursuant to the Conversion Agreement, the shares of Series A Convertible Preferred Stock were convertible at a ratio of 1-to-3 into the number of shares of common stock shown in column 7. The shares of Series A Convertible Preferred Stock had no expiration date.

F6: Pursuant to the Conversion Agreement, the shares of Series B Convertible Preferred Stock were convertible at a ratio of 1-to-1 into the number of shares of common stock shown in column 7. The shares of Series B Convertible Preferred Stock had no expiration date.

F7: On January 6, 2016 in a private placement the issuer issued Units at a price per Unit of $0.93 consisting of one (1) share of Series A-1 Convertible Preferred Stock and a warrant to purchase 0.75 shares of common stock at an exercise price of $1.21 per share. Pursuant to its terms, each share of Series A-1 Preferred Stock is convertible into one (1) share of common stock. The Series A-1 Preferred Stock does not have an expiration date and is exercisable immediately. The warrant to purchase common stock is immediately exercisable and has a term of five (5) years.