Precipio, Inc. — Director's Dealing 2017

Jul 3, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Precipio, Inc. (TBIO)
CIK: 0001043961
Period of Report: 2017-06-29

Reporting Person: KIRK RANDAL J (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-06-29	Common Stock	C	141052	$15.00	Acquired	215394	Indirect
2017-06-29	Common Stock	C	2862	—	Acquired	218256	Indirect
2017-06-29	Common Stock	C	141052	$15.00	Acquired	189173	Indirect
2017-06-29	Common Stock	C	1431	—	Acquired	190604	Indirect
2017-06-29	Common Stock	C	70526	$15.00	Acquired	107697	Indirect
2017-06-29	Common Stock	C	1431	—	Acquired	109128	Indirect
2017-06-29	Common Stock	C	1431	—	Acquired	27651	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-06-29	Convertible Promissory Note	$15.00	C		Disposed		Common Stock (141052)	Indirect
2017-06-29	Convertible Promissory Note	$3.74	C		Disposed		Series A Senior Convertible Preferred Stock (321170)	Indirect
2017-06-29	Series A Senior Convertible Preferred Stock	$	P	321170	Acquired		Common Stock (321170)	Indirect
2017-06-29	Series A-1 Convertible Preferred Stock	$	C	85882	Disposed		Common Stock (2862)	Indirect
2017-06-29	Convertible Promissory Note	$15.00	C		Disposed		Common Stock (141052)	Indirect
2017-06-29	Convertible Promissory Note	$3.74	C		Disposed		Series A Senior Convertible Preferred Stock (321170)	Indirect
2017-06-29	Series A Senior Convertible Preferred Stock	$	P	321170	Acquired		Common Stock (321170)	Indirect
2017-06-29	Series A-1 Convertible Preferred Stock	$	C	42941	Disposed		Common Stock (1431)	Indirect
2017-06-29	Convertible Promissory Note	$15.00	C		Disposed		Common Stock (70526)	Indirect
2017-06-29	Convertible Promissory Note	$3.74	C		Disposed		Series A Senior Convertible Preferred Stock (160585)	Indirect
2017-06-29	Series A Senior Convertible Preferred Stock	$	P	160585	Acquired		Common Stock (160585)	Indirect
2017-06-29	Series A-1 Convertible Preferred Stock	$	C	42941	Disposed		Common Stock (1431)	Indirect
2017-06-29	Series A-1 Convertible Preferred Stock	$	C	42941	Disposed		Common Stock (1431)	Indirect

Footnotes

F1: In connection with the merger between Transgenomic, Inc. and Precipio Diagnostics, LLC, effective June 29, 2017 (the "Merger"), the Convertible Promissory Notes (the "Notes") held by Third Security Senior Staff 2008 LLC ("Senior Staff 2008"), Third Security Staff 2010 LLC ("Staff 2010") and Third Security Incentive 2010 LLC ("Incentive 2010"), in the principal amount of $7.243 million, plus $1.026 million of accrued interest, became convertible and were converted into 352,630 shares of common stock of the issuer and 802,925 shares of Series A Senior Convertible Preferred Stock ("New Preferred Stock") of the issuer, with each entity receiving the respective number of shares set forth in Table II. The maturity date of the Notes was November 1, 2017.

F2: The New Preferred Stock is convertible at the discretion of the holder into shares of issuer common stock on a 1-for-1 basis, with no expiration date.

F3: In connection with the Merger, the indicated shares represent the number of shares received upon conversion of the issuer's Series A-1 Convertible Preferred Stock into shares of common stock, on a 1-for-1 basis. The Shares of Series A-1 Convertible Preferred Stock were immediately exercisable and had no expiration date.

F4: The indicated number of common shares is reflective of a 1-for-30 reverse stock split effected by the issuer on June 13, 2017.

F5: Randal J. Kirk controls 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.