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TBIO Telesis Bio Inc (PK)

0.3308

-0.0392 (-10.59%)

Last Updated: 09:37:11

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Statement of Changes in Beneficial Ownership (4)

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* KIRK RANDAL J	2. Issuer Name and Ticker or Trading Symbol Precipio, Inc. [ TBIO ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __ X __ 10% Owner _____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle) C/O THIRD SECURITY, LLC, 1881 GROVE AVENUE	3. Date of Earliest Transaction (MM/DD/YYYY) 6/29/2017
(Street) RADFORD, VA 24141 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _ X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	6/29/2017		C		141052	A	$15.00 ⁽¹⁾	215394 ⁽⁴⁾	I	by Senior Staff 2008 ⁽⁵⁾
Common Stock	6/29/2017		C		2862	A	⁽³⁾	218256	I	by Senior Staff 2008 ⁽⁵⁾
Common Stock	6/29/2017		C		141052	A	$15.00 ⁽¹⁾	189173 ⁽⁴⁾	I	by Staff 2010 ⁽⁵⁾
Common Stock	6/29/2017		C		1431	A	⁽³⁾	190604	I	by Staff 2010 ⁽⁵⁾
Common Stock	6/29/2017		C		70526	A	$15.00 ⁽¹⁾	107697 ⁽⁴⁾	I	by Incentive 2010 ⁽⁵⁾
Common Stock	6/29/2017		C		1431	A	⁽³⁾	109128	I	by Incentive 2010 ⁽⁵⁾
Common Stock	6/29/2017		C		1431	A	⁽³⁾	27651 ⁽⁴⁾	I	by Staff 2014 ⁽⁵⁾

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Convertible Promissory Note	$15.00 ⁽¹⁾	6/29/2017		C			$2115784	⁽¹⁾	⁽¹⁾	Common Stock	141052 ⁽¹⁾	⁽¹⁾	141052 ⁽¹⁾	I	by Senior Staff 2008 ⁽⁵⁾
Convertible Promissory Note	$3.74 ⁽¹⁾	6/29/2017		C			$1200000	⁽¹⁾	⁽¹⁾	Series A Senior Convertible Preferred Stock	321170 ⁽¹⁾	⁽¹⁾	321170 ⁽¹⁾	I	by Senior Staff 2008 ⁽⁵⁾
Series A Senior Convertible Preferred Stock	⁽²⁾	6/29/2017		P		321170		6/29/2017	⁽²⁾	Common Stock	321170 ⁽¹⁾	$3.74	321170 ⁽¹⁾	I	by Senior Staff 2008 ⁽⁵⁾
Series A-1 Convertible Preferred Stock	⁽³⁾	6/29/2017		C			85882	⁽³⁾	⁽³⁾	Common Stock	2862 ⁽³⁾ ⁽⁴⁾	⁽³⁾	0	I	by Senior Staff 2008 ⁽⁵⁾
Convertible Promissory Note	$15.00 ⁽¹⁾	6/29/2017		C			$2115784	⁽¹⁾	⁽¹⁾	Common Stock	141052 ⁽¹⁾	⁽¹⁾	141052 ⁽¹⁾	I	by Staff 2010 ⁽⁵⁾
Convertible Promissory Note	$3.74 ⁽¹⁾	6/29/2017		C			$1200000	⁽¹⁾	⁽¹⁾	Series A Senior Convertible Preferred Stock	321170 ⁽¹⁾	⁽¹⁾	321170 ⁽¹⁾	I	by Staff 2010 ⁽⁵⁾
Series A Senior Convertible Preferred Stock	⁽²⁾	6/29/2017		P		321170		6/29/2017	⁽²⁾	Common Stock	321170 ⁽¹⁾	$3.74	321170 ⁽¹⁾	I	by Staff 2010 ⁽⁵⁾
Series A-1 Convertible Preferred Stock	⁽³⁾	6/29/2017		C			42941	⁽³⁾	⁽³⁾	Common Stock	1431 ⁽³⁾ ⁽⁴⁾	⁽³⁾	0	I	by Staff 2010 ⁽⁵⁾
Convertible Promissory Note	$15.00 ⁽¹⁾	6/29/2017		C			$1057892	⁽¹⁾	⁽¹⁾	Common Stock	70526 ⁽¹⁾	⁽¹⁾	70526 ⁽¹⁾	I	by Incentive 2010 ⁽⁵⁾
Convertible Promissory Note	$3.74 ⁽¹⁾	6/29/2017		C			$600000	⁽¹⁾	⁽¹⁾	Series A Senior Convertible Preferred Stock	160585 ⁽¹⁾	⁽¹⁾	160585 ⁽¹⁾	I	by Incentive 2010 ⁽⁵⁾
Series A Senior Convertible Preferred Stock	⁽²⁾	6/29/2017		P		160585		6/29/2017	⁽²⁾	Common Stock	160585 ⁽¹⁾	$3.74	160585 ⁽¹⁾	I	by Incentive 2010 ⁽⁵⁾
Series A-1 Convertible Preferred Stock	⁽³⁾	6/29/2017		C			42941	⁽³⁾	⁽³⁾	Common Stock	1431 ⁽³⁾ ⁽⁴⁾	⁽³⁾	0	I	by Incentive 2010 ⁽⁵⁾
Series A-1 Convertible Preferred Stock	⁽³⁾	6/29/2017		C			42941	⁽³⁾	⁽³⁾	Common Stock	1431 ⁽³⁾ ⁽⁴⁾	⁽³⁾	0	I	by Staff 2014 ⁽⁵⁾

Explanation of Responses:
(1)	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.
(2)	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.
(3)	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.
(4)	The indicated number of common shares is reflective of a 1-for-30 reverse stock split effected by the issuer on June 13, 2017.
(5)	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.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
KIRK RANDAL J C/O THIRD SECURITY, LLC 1881 GROVE AVENUE RADFORD, VA 24141		X

Signatures
/s/ Randal J. Kirk		7/3/2017
^** Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Telesis Bio (PK) (USOTC:TBIO)
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