Statement of Changes in Beneficial Ownership (4)
September 28 2020 - 6:30PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
KIRK RANDAL J |
2. Issuer Name and Ticker or Trading Symbol
PRECIGEN, INC.
[
PGEN
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Executive Chairman |
(Last)
(First)
(Middle)
C/O THIRD SECURITY, LLC, 1881 GROVE AVENUE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
9/24/2020 |
(Street)
RADFORD, VA 24141
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 9/24/2020 | | A | | 21428 | A | $3.50 | 13517050 | I | by R.J. Kirk DOT (1) |
Common Stock | | | | | | | | 471359 | I | by JPK 2008 (1) |
Common Stock | | | | | | | | 2286308 | I | by JPK 2009 (1) |
Common Stock | | | | | | | | 1581431 | I | by JPK 2012 (1) |
Common Stock | | | | | | | | 470396 | I | by MGK 2008 (1) |
Common Stock | | | | | | | | 2527347 | I | by MGK 2009 (1) |
Common Stock | | | | | | | | 1562083 | I | by MGK 2011 (1) |
Common Stock | | | | | | | | 435561 | I | by ZSK 2008 (1) |
Common Stock | | | | | | | | 212653 | I | by ZSK 2009 (1) |
Common Stock | | | | | | | | 220123 | I | by Kellie L. Banks LTT (1) |
Common Stock | | | | | | | | 1576006 | I | by Senior Staff 2008 (1) |
Common Stock | | | | | | | | 1576006 | I | by Staff 2010 (1) |
Common Stock | | | | | | | | 1252438 | I | by Incentive 2010 (1) |
Common Stock | | | | | | | | 16406828 | I | by Sunset 2020 (2) |
Common Stock | | | | | | | | 975084 | I | by Sr. Staff 2015 (2) |
Common Stock | | | | | | | | 975084 | I | by Staff 2015 (2) |
Common Stock | | | | | | | | 14140139 | I | by Kapital Joe (2) |
Common Stock | | | | | | | | 8325000 | I | by TSCP V (2) |
Common Stock | | | | | | | | 311287 | I | by Staff 2001 (2) |
Common Stock | | | | | | | | 1403 | I | by Lotus (2) |
Common Stock | | | | | | | | 118266 | I | by Sr. Staff 2006 (2) |
Common Stock | | | | | | | | 59133 | I | by Staff 2006 (2) |
Common Stock | | | | | | | | 19711 | I | by Incentive 2006 (2) |
Common Stock | | | | | | | | 58800 | I | by Sr. Staff (2) |
Common Stock | | | | | | | | 213805 | I | by ADC 2010 (2) |
Common Stock | | | | | | | | 13340645 | I | by NRM VI Holdings (2) |
Common Stock | | | | | | | | 243001 | I | by NRM VII Holdings (2) |
Common Stock | | | | | | | | 1144481 | I | by Spouse |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Option to Purchase Common Stock (Right to Buy) | $3.50 | 9/24/2020 | | A | | 74656 | | 9/24/2020 | 9/24/2030 | Common Stock | 74656 | $0 | 74656 | I | by R.J. Kirk DOT |
Restricted Stock Units | (3) | 9/24/2020 | | A | | 53571 | | (3) | (3) | Common Stock | 53571 | $0 | 53571 | I | by R.J. Kirk DOT |
Explanation of Responses: |
(1) | Randal J. Kirk controls each of R.J. Kirk Declaration of Trust ("R.J. DOT"), 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 2008 LLC ("Senior Staff 2008"), Third Security Staff 2010 LLC ("Staff 2010"), and Third Security Incentive 2010 LLC ("Incentive 2010"). 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. |
(2) | Randal J. Kirk controls each of Sunset 2020 LLC ("Sunset 2020"), Third Security Senior Staff 2015 LLC ("Sr. Staff 2015"), Third Security Staff 2015 LLC ("Staff 2015"), Kapital Joe, LLC ("Kapital Joe"), 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 ("Sr. Staff 2006"), Third Security Staff 2006 LLC ("Staff 2006"), Third Security Incentive 2006 LLC ("Incentive 2006"), Third Security Senior Staff LLC ("Sr. Staff"), ADC 2010, LLC ("ADC 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. |
(3) | Each restricted stock unit (i) represents a contingent right to receive one (1) share of issuer common stock, and (ii) shall vest on the one-year anniversary of the date of grant, subject to Mr. Kirk continuously providing services to the issuer or an affiliate from the date of grant until such time. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
KIRK RANDAL J C/O THIRD SECURITY, LLC 1881 GROVE AVENUE RADFORD, VA 24141 | X | X | Executive Chairman |
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Signatures
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/s/ Randal J. Kirk | | 9/28/2020 |
**Signature of Reporting Person | Date |
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