SOLIGENIX, INC. — Major Shareholding Notification 2017

Jun 16, 2017

SC 13D/A 1 formsc13da.htm SC 13DA Licensed to: Summit Financial Printing LLC Document created using EDGARfilings PROfile 4.3.0.0 Copyright 1995 - 2017 Summit Financial Printing, LLC. All rights reserved.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

(Amendment No. 5)*

Under the Securities Exchange Act of 1934

SOLIGENIX, INC.
(Name of Issuer)

Common Stock, par value $0.001 per share
(Title of Class of Securities)

258094101
(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: Intrexon Corporation Attention: Legal 20374 Seneca Meadows Parkway Germantown, Maryland 20876 (301) 556-9809
June 14, 2017
(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. 258094101 Page 2 of 8

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
	RANDAL J. KIRK
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP	(a)	☐
		(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS
	PF
5	CHECK 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
		232,536
	8	SHARED VOTING POWER
		45,095
	9	SOLE DISPOSITIVE POWER
		232,536
	10	SHARED DISPOSITIVE POWER
		45,095
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	277,631
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	4.9%
14	TYPE OF REPORTING PERSON
	IN

CUSIP No. 258094101 Page 3 of 8

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
	THIRD SECURITY, LLC I.R.S. IDENTIFICATION NO.: 54-1923091
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP	(a)	☐
		(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS
	WC
5	CHECK 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
		232,536
	8	SHARED VOTING POWER
		0
	9	SOLE DISPOSITIVE POWER
		232,536
	10	SHARED DISPOSITIVE POWER
		0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	232,536
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	4.1%
14	TYPE OF REPORTING PERSON
	OO – limited liability company

CUSIP No. 258094101 Page 4 of 8

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
	NRM VII 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
	WC
5	CHECK 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
		232,536
	8	SHARED VOTING POWER
		0
	9	SOLE DISPOSITIVE POWER
		232,536
	10	SHARED DISPOSITIVE POWER
		0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	232,536
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	4.1%
14	TYPE OF REPORTING PERSON
	CO

CUSIP No. 258094101 Page 5 of 8

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
	INTREXON CORPORATION I.R.S. IDENTIFICATION NO.: 26-0084895
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)	☐
		(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS
	WC
5	CHECK 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
		0
	8	SHARED VOTING POWER
		45,095
	9	SOLE DISPOSITIVE POWER
		0
	10	SHARED DISPOSITIVE POWER
		45,095
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	45,095
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.8%
14	TYPE OF REPORTING PERSON
	CO

CUSIP No. 258094101 Page 6 of 8

This Amendment No. 5 (this “Amendment”) amends and supplements the Statement on Schedule 13D, dated April 27, 2013 and filed May 9, 2013, as amended by Amendment No. 1 dated June 20, 2013 and filed June 26, 2013, by Amendment No. 2 dated May 4, 2017 and filed May 8, 2017, by Amendment No. 3 dated May 16, 2017 and filed May 18, 2017, and by Amendment No. 4 dated May 24, 2017 and filed May 26, 2017 (the “Original Schedule 13D”), relating to the Common Stock, par value $0.01 per shares (the “Common Stock”), of Soligenix, Inc. , a Delaware corporation (the “Company”), whose principal executive offices are located at 29 Emmons Drive, Suite C-10, Princeton, New Jersey 08540. Mr. Randal J. Kirk (“Mr. Kirk”), Third Security, LLC (“Third Security”), a Virginia limited liability company that is managed by Mr. Kirk, NRM VII Holdings I, LLC (“NRM VII Holdings”), a Virginia limited liability company that is managed by an affiliate that is managed by Third Security, and Intrexon Corporation, a Virginia corporation that is controlled by Mr. Kirk (“Intrexon” and, together with Mr. Kirk, Third Security and NRM VII Holdings, the “Reporting Persons”) are filing this amendment to disclose the sale of an aggregate of 81,730 shares of Common Stock held by NRM VII Holdings and Intrexon in open market transactions since the filing of Amendment No. 4 to the Original Schedule 13D. Mr. Kirk could be deemed to have indirect beneficial ownership of the shares of Common Stock directly beneficially owned by NRM VII Holdings and Intrexon. Except as specifically amended by this Amendment, the Original Schedule 13D remains unchanged. The filing of this Amendment No. 5 represents the final amendment to the Original Schedule 13D and constitutes an exit filing for the Reporting Persons.

ITEM 4. Purpose of Transaction .

Item 4 of the Original Schedule 13D is hereby amended and supplemented as follows:

The Reporting Persons are filing this Amendment to disclose the sale of 68,456 shares of Common Stock held by NRM VII Holdings, in open market transactions since the filing of Amendment No. 4 to this Original Schedule 13D, for aggregate net proceeds of approximately $152,555. Additionally, the Reporting Persons are filing this Amendment to disclose the sale of 13,274 shares of Common Stock held by Intrexon, in open market transactions since the filing of Amendment No. 4 to this Original Schedule 13D, for aggregate net proceeds of approximately $29,584. Pursuant to a joint selling program, NRM VII Holdings and Intrexon sold these shares on a pro rata basis.

ITEM 5. Interest in Securities of the Issuer .

Item 5 of the Original Schedule 13D is hereby amended and restated to read in its entirety as follows:

The information contained on the cover pages to this Statement and the information set forth or incorporated in Item 4 is incorporated herein by reference.

(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 5,672,657 shares of Common Stock issued and outstanding as of May 8, 2017, as reported on the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 11, 2017 for the period ending March 31, 2017.

CUSIP No. 258094101 Page 7 of 8

Reporting Person — Randal J. Kirk	277,631	4.9%	232,536	45,095	232,536	45,095
Third Security, LLC	232,536	4.1%	232,536	—	232,536	—
NRM VII Holdings I, LLC	232,536	4.1%	232,536	—	232,536	—
Intrexon Corporation	45,095	0.8%	—	45,095	—	45,095

Mr. Kirk could be deemed to have indirect beneficial ownership of the shares of Common Stock directly beneficially owned by NRM VII Holdings and Intrexon.

(c) Except as set forth in this Item 5, none of the Reporting Persons have engaged in any transactions in the Common Stock in the past 60 days.

(d)-(e) Not Applicable

ITEM 7. Material to be Filed as Exhibits .

Exhibit 1 Joint Filing Agreement, dated as of June 16, 2017, by and among Mr. Kirk, Third Security, NRM VII Holdings and Intrexon

CUSIP No. 258094101 Page 8 of 8

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 16, 2017

/s/ Randal J. Kirk
Randal J. Kirk
THIRD SECURITY, LLC
By:	/s/ Randal J. Kirk
	Randal J. Kirk
	Manager
NRM VII HOLDINGS I, LLC
By:	/s/ Randal J. Kirk
	Randal J. Kirk
	Manager, Third Security LLC, which is the Manager of Third Security Capital Partners VII, LLC which is the Manager of
	NRM VII Holdings I, LLC
INTREXON CORPORATION
By:	/s/ Randal J. Kirk
	Randal J. Kirk
	Chief Executive Officer

EXHIBIT INDEX

Exhibit 1 Joint Filing Agreement, dated as of June 16, 2017, by and among Mr. Kirk, Third Security, NRM VII Holdings and Intrexon