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Filing Details

Accession Number:
0001140361-16-047520
Form Type:
4
Zero Holdings:
No
Publication Time:
2016-01-11 17:56:37
Reporting Period:
2016-01-06
Filing Date:
2016-01-11
Accepted Time:
2016-01-11 17:56:37
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1043961 Transgenomic Inc TBIO Laboratory Analytical Instruments (3826) 911789357
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1091823 J Randal Kirk C/o Third Security, Llc
1881 Grove Avenue
Radford VA 24141
No No Yes No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Common Stock Acquisiton 2016-01-06 922,141 $0.00 1,230,337 No 4 C Indirect by Senior Staff 2008
Common Stock Acquisiton 2016-01-06 1,789,930 $1.00 3,020,267 No 4 P Indirect by Senior Staff 2008
Common Stock Acquisiton 2016-01-06 344,822 $0.00 653,018 No 4 C Indirect by Staff 2010
Common Stock Acquisiton 2016-01-06 1,472,636 $1.00 2,125,654 No 4 P Indirect by Staff 2010
Common Stock Acquisiton 2016-01-06 461,072 $0.00 615,170 No 4 C Indirect by Incentive 2010
Common Stock Acquisiton 2016-01-06 894,965 $1.00 1,510,135 No 4 P Indirect by Incentive 2010
Common Stock Acquisiton 2016-01-06 577,319 $0.00 577,319 No 4 C Indirect by Staff 2014
Common Stock Acquisiton 2016-01-06 317,294 $1.00 894,613 No 4 P Indirect by Staff 2014
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 C Indirect by Senior Staff 2008
No 4 P Indirect by Senior Staff 2008
No 4 C Indirect by Staff 2010
No 4 P Indirect by Staff 2010
No 4 C Indirect by Incentive 2010
No 4 P Indirect by Incentive 2010
No 4 C Indirect by Staff 2014
No 4 P Indirect by Staff 2014
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Common Stock Series A Convertible Preferred Stock Disposition 2016-01-06 1,034,482 $0.00 344,822 $0.00
Common Stock Series B Convertible Preferred Stock Disposition 2016-01-06 577,319 $0.00 577,319 $0.00
Common Stock Series A Convertible Preferred Stock Disposition 2016-01-06 1,034,482 $0.00 344,822 $0.00
Common Stock Series A Convertible Preferred Stock Disposition 2016-01-06 517,241 $0.00 172,413 $0.00
Common Stock Series B Convertible Preferred Stock Disposition 2016-01-06 288,659 $0.00 288,659 $0.00
Common Stock Series B Convertible Preferred Stock Disposition 2016-01-06 577,319 $0.00 577,319 $0.00
Common Stock Series A-1 Convertible Preferred Stock Acquisiton 2016-01-08 85,882 $0.00 85,882 $0.00
Common Stock Warrant to Purchase Common Stock Acquisiton 2016-01-08 64,411 $0.00 0 $1.21
Common Stock Series A-1 Convertible Preferred Stock Acquisiton 2016-01-08 42,941 $0.00 42,941 $0.00
Common Stock Warrant to Purchase Common Stock Acquisiton 2016-01-08 32,205 $0.00 0 $1.21
Common Stock Series A-1 Convertible Preferred Stock Acquisiton 2016-01-08 42,941 $0.00 42,941 $0.00
Common Stock Warrant to Purchase Common Stock Acquisiton 2016-01-08 32,205 $0.00 0 $1.21
Common Stock Series A-1 Convertible Preferred Stock Acquisiton 2016-01-08 42,941 $0.00 42,941 $0.00
Common Stock Warrant to Purchase Common Stock Acquisiton 2016-01-08 32,205 $0.00 0 $1.21
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
0 No 4 C Indirect
0 No 4 C Indirect
0 No 4 C Indirect
0 No 4 C Indirect
0 No 4 C Indirect
0 No 4 C Indirect
85,882 No 4 P Indirect
64,411 2021-01-08 No 4 P Indirect
42,941 No 4 P Indirect
32,205 2021-01-08 No 4 P Indirect
42,941 No 4 P Indirect
32,205 2021-01-08 No 4 P Indirect
42,941 No 4 P Indirect
32,205 2021-01-08 No 4 P Indirect
Footnotes
  1. 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.
  2. 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.
  3. 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.
  4. 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.
  5. 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.
  6. 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.
  7. 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.