Precipio, Inc. — Director's Dealing 2017

Aug 30, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Precipio, Inc. (PRPO)
CIK: 0001043961
Period of Report: 2017-08-28

Reporting Person: KIRK RANDAL J (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-08-28	Common Stock	C	325393	—	Acquired	543649	Indirect
2017-08-28	Common Stock	C	325393	—	Acquired	515997	Indirect
2017-08-28	Common Stock	C	162696	—	Acquired	271824	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-08-28	Series A Senior Convertible Preferred Stock	$	C	325393	Disposed		Common Stock (325393)	Indirect
2017-08-28	Warrant to Purchase Common Stock	$10.00	P	160585	Acquired	2022-08-28	Common Stock (160585)	Indirect
2017-08-28	Series A Senior Convertible Preferred Stock	$	C	325393	Disposed		Common Stock (325393)	Indirect
2017-08-28	Warrant to Purchase Common Stock	$10.00	P	160585	Acquired	2022-08-28	Common Stock (160585)	Indirect
2017-08-28	Series A Senior Convertible Preferred Stock	$	C	162696	Disposed		Common Stock (162696)	Indirect
2017-08-28	Warrant to Purchase Common Stock	$10.00	P	80292	Acquired	2022-08-28	Common Stock (80292)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	27651	Indirect

Footnotes

F1: In connection with an underwritten public offering of the issuer, which closed on August 28, 2017 (the "Offering"), Third Security Senior Staff 2008 LLC ("Senior Staff 2008"), Third Security Staff 2010 LLC ("Staff 2010") and Third Security Incentive 2010 LLC ("Incentive 2010") each entered into an agreement with the issuer to convert all shares of Series A Senior Convertible Preferred Stock ("Senior Preferred Stock"), including all accrued dividends, held by these entities into shares of common stock at a conversion ratio of 1-for-1 (the "Conversion"). The shares of Senior Preferred Stock were immediately convertible and had no expiration date.

F2: The issuer agreed to issue warrants to purchase shares of common stock to each holder of Senior Preferred Stock that agreed to the Conversion in connection with the Offering. Senior Staff 2008, Staff 2010 and Incentive 2010 each received warrants to purchase that number of shares of issuer common stock equal to 50% of the number of shares of common stock received in connection with the Conversion, excluding accrued dividends, which warrants are exercisable immediately and have a term of five (5) years.

F3: Randal J. Kirk controls each of Senior Staff 2008, Staff 2010, Incentive 2010 and Third Security Staff 2014 LLC ("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.