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Filing Details

Accession Number:: 0001567619-20-002123
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2020-02-04 16:52:43
Reporting Period:: 2020-01-31

Accepted Time:: 2020-02-04 16:52:43
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1356090	Precigen Inc.	PGEN	()	4

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	Executive Chairman	Yes	Yes	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2020-01-31	33,223	$6.02	18,528,842	No	4	A	Indirect	by R.J. Kirk DOT
Common Stock	Acquisiton	2020-01-31	4,155,802	$5.86	22,684,644	No	4	P	Indirect	by R.J. Kirk DOT
Common Stock	Acquisiton	2020-01-31	160,546	$5.86	367,560	No	4	P	Indirect	by JPK 2008
Common Stock	Acquisiton	2020-01-31	441,800	$5.86	1,675,873	No	4	P	Indirect	by JPK 2009
Common Stock	Acquisiton	2020-01-31	250,674	$5.86	1,316,798	No	4	P	Indirect	by JPK 2012
Common Stock	Acquisiton	2020-01-31	160,785	$5.86	366,548	No	4	P	Indirect	by MGK 2008
Common Stock	Acquisiton	2020-01-31	454,642	$5.86	1,832,054	No	4	P	Indirect	by MGK 2009
Common Stock	Acquisiton	2020-01-31	133,370	$5.86	1,299,267	No	4	P	Indirect	by MGK 2011
Common Stock	Acquisiton	2020-01-31	160,606	$5.86	337,234	No	4	P	Indirect	by ZSK 2008
Common Stock	Acquisiton	2020-01-31	29,684	$5.86	151,802	No	4	P	Indirect	by ZSK 2009
Common Stock	Acquisiton	2020-01-31	24,787	$5.86	182,200	No	4	P	Indirect	by Kellie L. Banks LTT

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	A	Indirect	by R.J. Kirk DOT
No	4	P	Indirect	by R.J. Kirk DOT
No	4	P	Indirect	by JPK 2008
No	4	P	Indirect	by JPK 2009
No	4	P	Indirect	by JPK 2012
No	4	P	Indirect	by MGK 2008
No	4	P	Indirect	by MGK 2009
No	4	P	Indirect	by MGK 2011
No	4	P	Indirect	by ZSK 2008
No	4	P	Indirect	by ZSK 2009
No	4	P	Indirect	by Kellie L. Banks LTT

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	3,188,586	Indirect	by Third Security
Common Stock	975,084	Indirect	by Sr. Staff 2015
Common Stock	975,084	Indirect	by Staff 2015
Common Stock	14,140,139	Indirect	by Kapital Joe
Common Stock	8,325,000	Indirect	by TSCP V
Common Stock	311,287	Indirect	by Staff 2001
Common Stock	1,403	Indirect	by Lotus
Common Stock	118,266	Indirect	by Senior Staff 2006
Common Stock	59,133	Indirect	by Staff 2006
Common Stock	19,711	Indirect	by Incentive 2006
Common Stock	5,483,957	Indirect	by Mascara Kaboom
Common Stock	58,800	Indirect	by Sr. Staff
Common Stock	213,805	Indirect	by ADC 2010
Common Stock	1,356,648	Indirect	by Senior Staff 2008
Common Stock	1,356,648	Indirect	by Staff 2010
Common Stock	1,142,759	Indirect	by Incentive 2010
Common Stock	13,340,645	Indirect	by NRM VI Holdings
Common Stock	243,001	Indirect	by NRM VII Holdings

Footnotes

In accordance with the Restricted Stock Unit Agreement dated April 1, 2019 between Intrexon Corporation ("Intrexon") and Randal J. Kirk, each month Mr. Kirk will receive that number of shares of Intrexon common stock, rounded down to the nearest whole share, whose fair market value equals $200,000. The number of shares of Intrexon common stock are to become vested and payable based upon the volume-weighted average of the price of the common stock of Intrexon (as calculated by Bloomberg) over the 30-day period ending on the last calendar day of the month. Mr. Kirk has designated the R.J. Kirk Declaration of Trust ("R.J. Kirk DOT") to receive these shares. As of January 1, 2020, Mr. Kirk transitioned from Chief Executive Officer to the Executive Chairman of the issuer.
On January 1, 2020, TS Biotechnology Holdings, LLC ("TS Biotechnology") entered into a subscription agreement with the issuer (the "Subscription Agreement"), pursuant to which, upon the terms and subject to the conditions set forth therein, TS Biotechnology agreed to purchase, at a per share price equal to the volume weighted average price of the issuers common stock for the five consecutive trading days immediately following the second business day after January 14, 2020, a number of shares of Common Stock, rounded to the nearest whole share, equal to $35 million. Pursuant to the terms of the Subscription Agreement, on January 31, 2020, TS Biotechnology purchased 5,972,696 shares of issuer common stock, at a price per share of $5.86 (the "Purchased Shares"). At closing, TS Biotechnology elected to have the shares issued directly to its members.
Randal J. Kirk controls each of R.J. Kirk DOT, Third Security, JPK 2008, LLC ("JPK 2008"), JPK 2009, LLC ("JPK 2009"), JPK 2012, LLC ("JPK 2012"), MGK 2008, LLC ("MGK 2008"), MGK 2009, LLC ("MGK 2009"), MGK 2011, LLC ("MGK 2011"), ZSK 2008, LLC ("ZSK 2008"), ZSK 2009, LLC ("ZSK 2009"), Kellie L. Banks (2009) Long Term Trust ("Kellie L. Banks LTT"), Third Security Senior Staff 2015 LLC ("Sr. Staff 2015"), Third Security Staff 2015 LLC ("Staff 2015"), and Kapital Joe, LLC ("Kapital Joe"). 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.
Randal J. Kirk controls each of Third Security Capital Partners V, LLC ("TSCP V"), Third Security Staff 2001 LLC ("Staff 2001"), Lotus Capital (2000) Company Inc. ("Lotus"), Third Security Senior Staff 2006 LLC ("Senior Staff 2006"), and Third Security Staff 2006 LLC ("Staff 2006"), Third Security Incentive 2006 LLC ("Incentive 2006"), Mascara Kaboom, LLC ("Mascara Kaboom"), Third Security Senior Staff LLC ("Sr. Staff"), ADC 2010, LLC ("ADC 2010"), Third Security Senior Staff 2008 LLC ("Senior Staff 2008"), Third Security Staff 2010 LLC ("Staff 2010"), Third Security Incentive 2010 LLC ("Incentive 2010"), NRM VI Holdings I, LLC ("NRM VI Holdings") and NRM VII Holdings I, LLC ("NRM VII Holdings"). 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.