Reported relationships
Latest disclosed role at each company.
| Company | Last reported as | Report date | Published |
|---|---|---|---|
| AQUABOUNTY TECHNOLOGIES INCAQB · Entity 8187 | 10% owner | October 29, 2019 | October 31, 2019 |
Disclosed balances
About these balances
Latest available filing per company, not a reconstructed current portfolio. Matching sequences show the last reported balance with all source rows expandable; grouping alone does not establish account ownership. Do not add unresolved positions together. Filings may omit unchanged positions, and amendments may correct only part of an older disclosure. Jointly reported shares are not necessarily this owner's personal holdings.
AQUABOUNTY TECHNOLOGIES INC
Report date October 29, 2019 · Filed October 31, 2019
Jointly reported with KIRK RANDAL J
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Common StockSEC Table I · non-derivative | Indirectby TS AquaCulture | 8,239,199 |
Reported balance
Holding disclosure · report date 2019-10-29 · row 1
Holding and transaction disclosures are not merged.
1 source rowRow 1 · Balance 8,239,199 F1: On October 29, 2019, TS AquaCulture LLC, a Virginia limited liability company that is managed by Third Security, LLC, which is managed by Randal J. Kirk ("TS AquaCulture"), entered into a Stock Purchase Agreement with Intrexon Corporation ("Intrexon"), pursuant to which TS AquaCulture purchased 8,239,199 shares of common stock of the issuer from Intrexon, at a purchase price of $2.62 per share. F3: Randal J. Kirk controls each of TS AquaCulture, R.J. Kirk Declaration of Trust ("R.J. Kirk DOT"), Third Security, LLC, ("Third Security"), Third Security Staff 2001 LLC ("Staff 2001"), Lotus Capital (2000) Company Inc. ("Lotus"), JPK 2008, LLC ("JPK 2008"), MGK 2008, LLC ("MGK 2008"), ZSK 2008, LLC ("ZSK 2008"), JPK 2009, LLC ("JPK 2009"), MGK 2009, LLC ("MGK 2009"), ZSK 2009, LLC ("ZSK 2009"), JPK 2012, LLC ("JPK 2012"), Kellie L. Banks (2009) Long Term Trust ("Kellie L. Banks LTT"), Third Security Senior Staff 2006 LLC ("Senior Staff 2006"), Third Security Staff 2006 LLC ("Staff 2006") and Third Security Incentive 2006 LLC ("Incentive 2006"). 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. |
| Common StockSEC Table I · non-derivative | Indirectby Intrexon | 0 |
Reported balance
Holding disclosure · report date 2019-10-29 · row 2
Holding and transaction disclosures are not merged.
1 source rowRow 2 · Balance 0 F1: On October 29, 2019, TS AquaCulture LLC, a Virginia limited liability company that is managed by Third Security, LLC, which is managed by Randal J. Kirk ("TS AquaCulture"), entered into a Stock Purchase Agreement with Intrexon Corporation ("Intrexon"), pursuant to which TS AquaCulture purchased 8,239,199 shares of common stock of the issuer from Intrexon, at a purchase price of $2.62 per share. F2: Randal J. Kirk, directly and through certain affiliates, is the largest shareholder of Intrexon and serves as Intrexon's Chairman of the Board and Chief Executive Officer. Shares held by Intrexon may be deemed to be indirectly 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. |
| Common StockSEC Table I · non-derivative | Indirectby R.J. Kirk DOT | 200,519 |
Reported balance
Holding disclosure · report date 2019-10-29 · row 3
Holding and transaction disclosures are not merged.
1 source rowRow 3 · Balance 200,519 F3: Randal J. Kirk controls each of TS AquaCulture, R.J. Kirk Declaration of Trust ("R.J. Kirk DOT"), Third Security, LLC, ("Third Security"), Third Security Staff 2001 LLC ("Staff 2001"), Lotus Capital (2000) Company Inc. ("Lotus"), JPK 2008, LLC ("JPK 2008"), MGK 2008, LLC ("MGK 2008"), ZSK 2008, LLC ("ZSK 2008"), JPK 2009, LLC ("JPK 2009"), MGK 2009, LLC ("MGK 2009"), ZSK 2009, LLC ("ZSK 2009"), JPK 2012, LLC ("JPK 2012"), Kellie L. Banks (2009) Long Term Trust ("Kellie L. Banks LTT"), Third Security Senior Staff 2006 LLC ("Senior Staff 2006"), Third Security Staff 2006 LLC ("Staff 2006") and Third Security Incentive 2006 LLC ("Incentive 2006"). 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. |
| Common StockSEC Table I · non-derivative | Indirectby Third Security | 5,775 |
Reported balance
Holding disclosure · report date 2019-10-29 · row 4
Holding and transaction disclosures are not merged.
1 source rowRow 4 · Balance 5,775 F3: Randal J. Kirk controls each of TS AquaCulture, R.J. Kirk Declaration of Trust ("R.J. Kirk DOT"), Third Security, LLC, ("Third Security"), Third Security Staff 2001 LLC ("Staff 2001"), Lotus Capital (2000) Company Inc. ("Lotus"), JPK 2008, LLC ("JPK 2008"), MGK 2008, LLC ("MGK 2008"), ZSK 2008, LLC ("ZSK 2008"), JPK 2009, LLC ("JPK 2009"), MGK 2009, LLC ("MGK 2009"), ZSK 2009, LLC ("ZSK 2009"), JPK 2012, LLC ("JPK 2012"), Kellie L. Banks (2009) Long Term Trust ("Kellie L. Banks LTT"), Third Security Senior Staff 2006 LLC ("Senior Staff 2006"), Third Security Staff 2006 LLC ("Staff 2006") and Third Security Incentive 2006 LLC ("Incentive 2006"). 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. |
| Common StockSEC Table I · non-derivative | Indirectby Staff 2001 | 4,659 |
Reported balance
Holding disclosure · report date 2019-10-29 · row 5
Holding and transaction disclosures are not merged.
1 source rowRow 5 · Balance 4,659 F3: Randal J. Kirk controls each of TS AquaCulture, R.J. Kirk Declaration of Trust ("R.J. Kirk DOT"), Third Security, LLC, ("Third Security"), Third Security Staff 2001 LLC ("Staff 2001"), Lotus Capital (2000) Company Inc. ("Lotus"), JPK 2008, LLC ("JPK 2008"), MGK 2008, LLC ("MGK 2008"), ZSK 2008, LLC ("ZSK 2008"), JPK 2009, LLC ("JPK 2009"), MGK 2009, LLC ("MGK 2009"), ZSK 2009, LLC ("ZSK 2009"), JPK 2012, LLC ("JPK 2012"), Kellie L. Banks (2009) Long Term Trust ("Kellie L. Banks LTT"), Third Security Senior Staff 2006 LLC ("Senior Staff 2006"), Third Security Staff 2006 LLC ("Staff 2006") and Third Security Incentive 2006 LLC ("Incentive 2006"). 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. |
| Common StockSEC Table I · non-derivative | Indirectby Lotus | 20 |
Reported balance
Holding disclosure · report date 2019-10-29 · row 6
Holding and transaction disclosures are not merged.
1 source rowRow 6 · Balance 20 F3: Randal J. Kirk controls each of TS AquaCulture, R.J. Kirk Declaration of Trust ("R.J. Kirk DOT"), Third Security, LLC, ("Third Security"), Third Security Staff 2001 LLC ("Staff 2001"), Lotus Capital (2000) Company Inc. ("Lotus"), JPK 2008, LLC ("JPK 2008"), MGK 2008, LLC ("MGK 2008"), ZSK 2008, LLC ("ZSK 2008"), JPK 2009, LLC ("JPK 2009"), MGK 2009, LLC ("MGK 2009"), ZSK 2009, LLC ("ZSK 2009"), JPK 2012, LLC ("JPK 2012"), Kellie L. Banks (2009) Long Term Trust ("Kellie L. Banks LTT"), Third Security Senior Staff 2006 LLC ("Senior Staff 2006"), Third Security Staff 2006 LLC ("Staff 2006") and Third Security Incentive 2006 LLC ("Incentive 2006"). 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. |
| Common StockSEC Table I · non-derivative | Indirectby JPK 2008 | 2,080 |
Reported balance
Holding disclosure · report date 2019-10-29 · row 7
Holding and transaction disclosures are not merged.
1 source rowRow 7 · Balance 2,080 F3: Randal J. Kirk controls each of TS AquaCulture, R.J. Kirk Declaration of Trust ("R.J. Kirk DOT"), Third Security, LLC, ("Third Security"), Third Security Staff 2001 LLC ("Staff 2001"), Lotus Capital (2000) Company Inc. ("Lotus"), JPK 2008, LLC ("JPK 2008"), MGK 2008, LLC ("MGK 2008"), ZSK 2008, LLC ("ZSK 2008"), JPK 2009, LLC ("JPK 2009"), MGK 2009, LLC ("MGK 2009"), ZSK 2009, LLC ("ZSK 2009"), JPK 2012, LLC ("JPK 2012"), Kellie L. Banks (2009) Long Term Trust ("Kellie L. Banks LTT"), Third Security Senior Staff 2006 LLC ("Senior Staff 2006"), Third Security Staff 2006 LLC ("Staff 2006") and Third Security Incentive 2006 LLC ("Incentive 2006"). 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. |
| Common StockSEC Table I · non-derivative | Indirectby MGK 2008 | 2,095 |
Reported balance
Holding disclosure · report date 2019-10-29 · row 8
Holding and transaction disclosures are not merged.
1 source rowRow 8 · Balance 2,095 F3: Randal J. Kirk controls each of TS AquaCulture, R.J. Kirk Declaration of Trust ("R.J. Kirk DOT"), Third Security, LLC, ("Third Security"), Third Security Staff 2001 LLC ("Staff 2001"), Lotus Capital (2000) Company Inc. ("Lotus"), JPK 2008, LLC ("JPK 2008"), MGK 2008, LLC ("MGK 2008"), ZSK 2008, LLC ("ZSK 2008"), JPK 2009, LLC ("JPK 2009"), MGK 2009, LLC ("MGK 2009"), ZSK 2009, LLC ("ZSK 2009"), JPK 2012, LLC ("JPK 2012"), Kellie L. Banks (2009) Long Term Trust ("Kellie L. Banks LTT"), Third Security Senior Staff 2006 LLC ("Senior Staff 2006"), Third Security Staff 2006 LLC ("Staff 2006") and Third Security Incentive 2006 LLC ("Incentive 2006"). 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. |
| Common StockSEC Table I · non-derivative | Indirectby ZSK 2008 | 1,708 |
Reported balance
Holding disclosure · report date 2019-10-29 · row 9
Holding and transaction disclosures are not merged.
1 source rowRow 9 · Balance 1,708 F3: Randal J. Kirk controls each of TS AquaCulture, R.J. Kirk Declaration of Trust ("R.J. Kirk DOT"), Third Security, LLC, ("Third Security"), Third Security Staff 2001 LLC ("Staff 2001"), Lotus Capital (2000) Company Inc. ("Lotus"), JPK 2008, LLC ("JPK 2008"), MGK 2008, LLC ("MGK 2008"), ZSK 2008, LLC ("ZSK 2008"), JPK 2009, LLC ("JPK 2009"), MGK 2009, LLC ("MGK 2009"), ZSK 2009, LLC ("ZSK 2009"), JPK 2012, LLC ("JPK 2012"), Kellie L. Banks (2009) Long Term Trust ("Kellie L. Banks LTT"), Third Security Senior Staff 2006 LLC ("Senior Staff 2006"), Third Security Staff 2006 LLC ("Staff 2006") and Third Security Incentive 2006 LLC ("Incentive 2006"). 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. |
| Common StockSEC Table I · non-derivative | Indirectby JPK 2009 | 10,784 |
Reported balance
Holding disclosure · report date 2019-10-29 · row 10
Holding and transaction disclosures are not merged.
1 source rowRow 10 · Balance 10,784 F3: Randal J. Kirk controls each of TS AquaCulture, R.J. Kirk Declaration of Trust ("R.J. Kirk DOT"), Third Security, LLC, ("Third Security"), Third Security Staff 2001 LLC ("Staff 2001"), Lotus Capital (2000) Company Inc. ("Lotus"), JPK 2008, LLC ("JPK 2008"), MGK 2008, LLC ("MGK 2008"), ZSK 2008, LLC ("ZSK 2008"), JPK 2009, LLC ("JPK 2009"), MGK 2009, LLC ("MGK 2009"), ZSK 2009, LLC ("ZSK 2009"), JPK 2012, LLC ("JPK 2012"), Kellie L. Banks (2009) Long Term Trust ("Kellie L. Banks LTT"), Third Security Senior Staff 2006 LLC ("Senior Staff 2006"), Third Security Staff 2006 LLC ("Staff 2006") and Third Security Incentive 2006 LLC ("Incentive 2006"). 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. |
| Common StockSEC Table I · non-derivative | Indirectby MGK 2009 | 12,726 |
Reported balance
Holding disclosure · report date 2019-10-29 · row 11
Holding and transaction disclosures are not merged.
1 source rowRow 11 · Balance 12,726 F3: Randal J. Kirk controls each of TS AquaCulture, R.J. Kirk Declaration of Trust ("R.J. Kirk DOT"), Third Security, LLC, ("Third Security"), Third Security Staff 2001 LLC ("Staff 2001"), Lotus Capital (2000) Company Inc. ("Lotus"), JPK 2008, LLC ("JPK 2008"), MGK 2008, LLC ("MGK 2008"), ZSK 2008, LLC ("ZSK 2008"), JPK 2009, LLC ("JPK 2009"), MGK 2009, LLC ("MGK 2009"), ZSK 2009, LLC ("ZSK 2009"), JPK 2012, LLC ("JPK 2012"), Kellie L. Banks (2009) Long Term Trust ("Kellie L. Banks LTT"), Third Security Senior Staff 2006 LLC ("Senior Staff 2006"), Third Security Staff 2006 LLC ("Staff 2006") and Third Security Incentive 2006 LLC ("Incentive 2006"). 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. |
| Common StockSEC Table I · non-derivative | Indirectby ZSK 2009 | 1,132 |
Reported balance
Holding disclosure · report date 2019-10-29 · row 12
Holding and transaction disclosures are not merged.
1 source rowRow 12 · Balance 1,132 F3: Randal J. Kirk controls each of TS AquaCulture, R.J. Kirk Declaration of Trust ("R.J. Kirk DOT"), Third Security, LLC, ("Third Security"), Third Security Staff 2001 LLC ("Staff 2001"), Lotus Capital (2000) Company Inc. ("Lotus"), JPK 2008, LLC ("JPK 2008"), MGK 2008, LLC ("MGK 2008"), ZSK 2008, LLC ("ZSK 2008"), JPK 2009, LLC ("JPK 2009"), MGK 2009, LLC ("MGK 2009"), ZSK 2009, LLC ("ZSK 2009"), JPK 2012, LLC ("JPK 2012"), Kellie L. Banks (2009) Long Term Trust ("Kellie L. Banks LTT"), Third Security Senior Staff 2006 LLC ("Senior Staff 2006"), Third Security Staff 2006 LLC ("Staff 2006") and Third Security Incentive 2006 LLC ("Incentive 2006"). 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. |
| Common StockSEC Table I · non-derivative | Indirectby JPK 2012 | 12,617 |
Reported balance
Holding disclosure · report date 2019-10-29 · row 13
Holding and transaction disclosures are not merged.
1 source rowRow 13 · Balance 12,617 F3: Randal J. Kirk controls each of TS AquaCulture, R.J. Kirk Declaration of Trust ("R.J. Kirk DOT"), Third Security, LLC, ("Third Security"), Third Security Staff 2001 LLC ("Staff 2001"), Lotus Capital (2000) Company Inc. ("Lotus"), JPK 2008, LLC ("JPK 2008"), MGK 2008, LLC ("MGK 2008"), ZSK 2008, LLC ("ZSK 2008"), JPK 2009, LLC ("JPK 2009"), MGK 2009, LLC ("MGK 2009"), ZSK 2009, LLC ("ZSK 2009"), JPK 2012, LLC ("JPK 2012"), Kellie L. Banks (2009) Long Term Trust ("Kellie L. Banks LTT"), Third Security Senior Staff 2006 LLC ("Senior Staff 2006"), Third Security Staff 2006 LLC ("Staff 2006") and Third Security Incentive 2006 LLC ("Incentive 2006"). 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. |
| Common StockSEC Table I · non-derivative | Indirectby Kellie L. Banks LTT | 2,021 |
Reported balance
Holding disclosure · report date 2019-10-29 · row 14
Holding and transaction disclosures are not merged.
1 source rowRow 14 · Balance 2,021 F3: Randal J. Kirk controls each of TS AquaCulture, R.J. Kirk Declaration of Trust ("R.J. Kirk DOT"), Third Security, LLC, ("Third Security"), Third Security Staff 2001 LLC ("Staff 2001"), Lotus Capital (2000) Company Inc. ("Lotus"), JPK 2008, LLC ("JPK 2008"), MGK 2008, LLC ("MGK 2008"), ZSK 2008, LLC ("ZSK 2008"), JPK 2009, LLC ("JPK 2009"), MGK 2009, LLC ("MGK 2009"), ZSK 2009, LLC ("ZSK 2009"), JPK 2012, LLC ("JPK 2012"), Kellie L. Banks (2009) Long Term Trust ("Kellie L. Banks LTT"), Third Security Senior Staff 2006 LLC ("Senior Staff 2006"), Third Security Staff 2006 LLC ("Staff 2006") and Third Security Incentive 2006 LLC ("Incentive 2006"). 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. |
| Common StockSEC Table I · non-derivative | Indirectby Senior Staff 2006 | 1,770 |
Reported balance
Holding disclosure · report date 2019-10-29 · row 15
Holding and transaction disclosures are not merged.
1 source rowRow 15 · Balance 1,770 F3: Randal J. Kirk controls each of TS AquaCulture, R.J. Kirk Declaration of Trust ("R.J. Kirk DOT"), Third Security, LLC, ("Third Security"), Third Security Staff 2001 LLC ("Staff 2001"), Lotus Capital (2000) Company Inc. ("Lotus"), JPK 2008, LLC ("JPK 2008"), MGK 2008, LLC ("MGK 2008"), ZSK 2008, LLC ("ZSK 2008"), JPK 2009, LLC ("JPK 2009"), MGK 2009, LLC ("MGK 2009"), ZSK 2009, LLC ("ZSK 2009"), JPK 2012, LLC ("JPK 2012"), Kellie L. Banks (2009) Long Term Trust ("Kellie L. Banks LTT"), Third Security Senior Staff 2006 LLC ("Senior Staff 2006"), Third Security Staff 2006 LLC ("Staff 2006") and Third Security Incentive 2006 LLC ("Incentive 2006"). 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. |
| Common StockSEC Table I · non-derivative | Indirectby Staff 2006 | 885 |
Reported balance
Holding disclosure · report date 2019-10-29 · row 16
Holding and transaction disclosures are not merged.
1 source rowRow 16 · Balance 885 F3: Randal J. Kirk controls each of TS AquaCulture, R.J. Kirk Declaration of Trust ("R.J. Kirk DOT"), Third Security, LLC, ("Third Security"), Third Security Staff 2001 LLC ("Staff 2001"), Lotus Capital (2000) Company Inc. ("Lotus"), JPK 2008, LLC ("JPK 2008"), MGK 2008, LLC ("MGK 2008"), ZSK 2008, LLC ("ZSK 2008"), JPK 2009, LLC ("JPK 2009"), MGK 2009, LLC ("MGK 2009"), ZSK 2009, LLC ("ZSK 2009"), JPK 2012, LLC ("JPK 2012"), Kellie L. Banks (2009) Long Term Trust ("Kellie L. Banks LTT"), Third Security Senior Staff 2006 LLC ("Senior Staff 2006"), Third Security Staff 2006 LLC ("Staff 2006") and Third Security Incentive 2006 LLC ("Incentive 2006"). 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. |
| Common StockSEC Table I · non-derivative | Indirectby Incentive 2006 | 295 |
Reported balance
Holding disclosure · report date 2019-10-29 · row 17
Holding and transaction disclosures are not merged.
1 source rowRow 17 · Balance 295 F3: Randal J. Kirk controls each of TS AquaCulture, R.J. Kirk Declaration of Trust ("R.J. Kirk DOT"), Third Security, LLC, ("Third Security"), Third Security Staff 2001 LLC ("Staff 2001"), Lotus Capital (2000) Company Inc. ("Lotus"), JPK 2008, LLC ("JPK 2008"), MGK 2008, LLC ("MGK 2008"), ZSK 2008, LLC ("ZSK 2008"), JPK 2009, LLC ("JPK 2009"), MGK 2009, LLC ("MGK 2009"), ZSK 2009, LLC ("ZSK 2009"), JPK 2012, LLC ("JPK 2012"), Kellie L. Banks (2009) Long Term Trust ("Kellie L. Banks LTT"), Third Security Senior Staff 2006 LLC ("Senior Staff 2006"), Third Security Staff 2006 LLC ("Staff 2006") and Third Security Incentive 2006 LLC ("Incentive 2006"). 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. |
| Common StockSEC Table I · non-derivative | Indirectby Kapital Joe | 99,537 |
Reported balance
Holding disclosure · report date 2019-10-29 · row 18
Holding and transaction disclosures are not merged.
1 source rowRow 18 · Balance 99,537 F4: Randal J. Kirk controls each of Kapital Joe, LLC ("Kapital Joe"), Mascara Kaboom, LLC ("Mascara Kaboom"), Third Security Senior Staff LLC ("Sr. Staff"), ADC 2010, LLC ("ADC 2010"), MGK 2011, LLC ("MGK 2011"), 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"), NRM VII Holdings I, LLC ("NRM VII Holdings") and Third Security Capital Partners V, LLC ("TSCP V"). 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. |
| Common StockSEC Table I · non-derivative | Indirectby Mascara Kaboom | 82,083 |
Reported balance
Holding disclosure · report date 2019-10-29 · row 19
Holding and transaction disclosures are not merged.
1 source rowRow 19 · Balance 82,083 F4: Randal J. Kirk controls each of Kapital Joe, LLC ("Kapital Joe"), Mascara Kaboom, LLC ("Mascara Kaboom"), Third Security Senior Staff LLC ("Sr. Staff"), ADC 2010, LLC ("ADC 2010"), MGK 2011, LLC ("MGK 2011"), 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"), NRM VII Holdings I, LLC ("NRM VII Holdings") and Third Security Capital Partners V, LLC ("TSCP V"). 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. |
| Common StockSEC Table I · non-derivative | Indirectby Sr. Staff | 880 |
Reported balance
Holding disclosure · report date 2019-10-29 · row 20
Holding and transaction disclosures are not merged.
1 source rowRow 20 · Balance 880 F4: Randal J. Kirk controls each of Kapital Joe, LLC ("Kapital Joe"), Mascara Kaboom, LLC ("Mascara Kaboom"), Third Security Senior Staff LLC ("Sr. Staff"), ADC 2010, LLC ("ADC 2010"), MGK 2011, LLC ("MGK 2011"), 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"), NRM VII Holdings I, LLC ("NRM VII Holdings") and Third Security Capital Partners V, LLC ("TSCP V"). 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. |
| Common StockSEC Table I · non-derivative | Indirectby ADC 2010 | 3,199 |
Reported balance
Holding disclosure · report date 2019-10-29 · row 21
Holding and transaction disclosures are not merged.
1 source rowRow 21 · Balance 3,199 F4: Randal J. Kirk controls each of Kapital Joe, LLC ("Kapital Joe"), Mascara Kaboom, LLC ("Mascara Kaboom"), Third Security Senior Staff LLC ("Sr. Staff"), ADC 2010, LLC ("ADC 2010"), MGK 2011, LLC ("MGK 2011"), 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"), NRM VII Holdings I, LLC ("NRM VII Holdings") and Third Security Capital Partners V, LLC ("TSCP V"). 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. |
| Common StockSEC Table I · non-derivative | Indirectby MGK 2011 | 14,076 |
Reported balance
Holding disclosure · report date 2019-10-29 · row 22
Holding and transaction disclosures are not merged.
1 source rowRow 22 · Balance 14,076 F4: Randal J. Kirk controls each of Kapital Joe, LLC ("Kapital Joe"), Mascara Kaboom, LLC ("Mascara Kaboom"), Third Security Senior Staff LLC ("Sr. Staff"), ADC 2010, LLC ("ADC 2010"), MGK 2011, LLC ("MGK 2011"), 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"), NRM VII Holdings I, LLC ("NRM VII Holdings") and Third Security Capital Partners V, LLC ("TSCP V"). 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. |
| Common StockSEC Table I · non-derivative | Indirectby Senior Staff 2008 | 20,306 |
Reported balance
Holding disclosure · report date 2019-10-29 · row 23
Holding and transaction disclosures are not merged.
1 source rowRow 23 · Balance 20,306 F4: Randal J. Kirk controls each of Kapital Joe, LLC ("Kapital Joe"), Mascara Kaboom, LLC ("Mascara Kaboom"), Third Security Senior Staff LLC ("Sr. Staff"), ADC 2010, LLC ("ADC 2010"), MGK 2011, LLC ("MGK 2011"), 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"), NRM VII Holdings I, LLC ("NRM VII Holdings") and Third Security Capital Partners V, LLC ("TSCP V"). 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. |
| Common StockSEC Table I · non-derivative | Indirectby Staff 2010 | 20,306 |
Reported balance
Holding disclosure · report date 2019-10-29 · row 24
Holding and transaction disclosures are not merged.
1 source rowRow 24 · Balance 20,306 F4: Randal J. Kirk controls each of Kapital Joe, LLC ("Kapital Joe"), Mascara Kaboom, LLC ("Mascara Kaboom"), Third Security Senior Staff LLC ("Sr. Staff"), ADC 2010, LLC ("ADC 2010"), MGK 2011, LLC ("MGK 2011"), 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"), NRM VII Holdings I, LLC ("NRM VII Holdings") and Third Security Capital Partners V, LLC ("TSCP V"). 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. |
| Common StockSEC Table I · non-derivative | Indirectby Incentive 2010 | 10,153 |
Reported balance
Holding disclosure · report date 2019-10-29 · row 25
Holding and transaction disclosures are not merged.
1 source rowRow 25 · Balance 10,153 F4: Randal J. Kirk controls each of Kapital Joe, LLC ("Kapital Joe"), Mascara Kaboom, LLC ("Mascara Kaboom"), Third Security Senior Staff LLC ("Sr. Staff"), ADC 2010, LLC ("ADC 2010"), MGK 2011, LLC ("MGK 2011"), 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"), NRM VII Holdings I, LLC ("NRM VII Holdings") and Third Security Capital Partners V, LLC ("TSCP V"). 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. |
| Common StockSEC Table I · non-derivative | Indirectby NRM VI Holdings | 199,682 |
Reported balance
Holding disclosure · report date 2019-10-29 · row 26
Holding and transaction disclosures are not merged.
1 source rowRow 26 · Balance 199,682 F4: Randal J. Kirk controls each of Kapital Joe, LLC ("Kapital Joe"), Mascara Kaboom, LLC ("Mascara Kaboom"), Third Security Senior Staff LLC ("Sr. Staff"), ADC 2010, LLC ("ADC 2010"), MGK 2011, LLC ("MGK 2011"), 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"), NRM VII Holdings I, LLC ("NRM VII Holdings") and Third Security Capital Partners V, LLC ("TSCP V"). 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. |
| Common StockSEC Table I · non-derivative | Indirectby NRM VII Holdings | 3,637 |
Reported balance
Holding disclosure · report date 2019-10-29 · row 27
Holding and transaction disclosures are not merged.
1 source rowRow 27 · Balance 3,637 F4: Randal J. Kirk controls each of Kapital Joe, LLC ("Kapital Joe"), Mascara Kaboom, LLC ("Mascara Kaboom"), Third Security Senior Staff LLC ("Sr. Staff"), ADC 2010, LLC ("ADC 2010"), MGK 2011, LLC ("MGK 2011"), 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"), NRM VII Holdings I, LLC ("NRM VII Holdings") and Third Security Capital Partners V, LLC ("TSCP V"). 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. |
| Common StockSEC Table I · non-derivative | Indirectby TSCP V | 124,609 |
Reported balance
Holding disclosure · report date 2019-10-29 · row 28
Holding and transaction disclosures are not merged.
1 source rowRow 28 · Balance 124,609 F4: Randal J. Kirk controls each of Kapital Joe, LLC ("Kapital Joe"), Mascara Kaboom, LLC ("Mascara Kaboom"), Third Security Senior Staff LLC ("Sr. Staff"), ADC 2010, LLC ("ADC 2010"), MGK 2011, LLC ("MGK 2011"), 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"), NRM VII Holdings I, LLC ("NRM VII Holdings") and Third Security Capital Partners V, LLC ("TSCP V"). 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. |
Filing footnotes · ownership attribution and instrument terms
F1: On October 29, 2019, TS AquaCulture LLC, a Virginia limited liability company that is managed by Third Security, LLC, which is managed by Randal J. Kirk ("TS AquaCulture"), entered into a Stock Purchase Agreement with Intrexon Corporation ("Intrexon"), pursuant to which TS AquaCulture purchased 8,239,199 shares of common stock of the issuer from Intrexon, at a purchase price of $2.62 per share.
F2: Randal J. Kirk, directly and through certain affiliates, is the largest shareholder of Intrexon and serves as Intrexon's Chairman of the Board and Chief Executive Officer. Shares held by Intrexon may be deemed to be indirectly 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.
F3: Randal J. Kirk controls each of TS AquaCulture, R.J. Kirk Declaration of Trust ("R.J. Kirk DOT"), Third Security, LLC, ("Third Security"), Third Security Staff 2001 LLC ("Staff 2001"), Lotus Capital (2000) Company Inc. ("Lotus"), JPK 2008, LLC ("JPK 2008"), MGK 2008, LLC ("MGK 2008"), ZSK 2008, LLC ("ZSK 2008"), JPK 2009, LLC ("JPK 2009"), MGK 2009, LLC ("MGK 2009"), ZSK 2009, LLC ("ZSK 2009"), JPK 2012, LLC ("JPK 2012"), Kellie L. Banks (2009) Long Term Trust ("Kellie L. Banks LTT"), Third Security Senior Staff 2006 LLC ("Senior Staff 2006"), Third Security Staff 2006 LLC ("Staff 2006") and Third Security Incentive 2006 LLC ("Incentive 2006"). 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.
F4: Randal J. Kirk controls each of Kapital Joe, LLC ("Kapital Joe"), Mascara Kaboom, LLC ("Mascara Kaboom"), Third Security Senior Staff LLC ("Sr. Staff"), ADC 2010, LLC ("ADC 2010"), MGK 2011, LLC ("MGK 2011"), 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"), NRM VII Holdings I, LLC ("NRM VII Holdings") and Third Security Capital Partners V, LLC ("TSCP V"). 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.
Past disclosures · reporting ended (6)
No longer tracked through insider filings. These historical balances do not imply present ownership or a zero position.
Alaunos Therapeutics, Inc.
Report date October 05, 2018 · Filed October 09, 2018
Jointly reported with KIRK RANDAL J
Section 16 reporting ended · disclosed 2018-10-09. Current position is not established by this disclosure.
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Series 1 Preferred StockSEC Table II · derivative / convertible security | Indirectby Intrexon | 0 |
Reported balance
After 2018-10-05 transaction · row 1
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 1 · 2018-10-05 · Other · Disposed 130,849 · Balance 0 F1: On October 5, 2018, the issuer and Precigen, Inc., a wholly-owned subsidiary of Intrexon Corporation ("Intrexon"), entered into a definitive license agreement to replace all existing agreements between the companies. In partial consideration for the termination of the former agreements, the companies agreed that the issuer would retire all outstanding shares of its Series 1 Preferred Stock held by Intrexon, including any accrued dividends, as of September 30, 2018. F2: Randal J. Kirk, directly and through certain affiliates, is the largest shareholder of Intrexon and serves as Intrexon's Chairman of the Board and Chief Executive Officer. Mr. Kirk may therefore be deemed to have voting and dispositive power over the shares of the issuer owned by Intrexon. Shares held by Intrexon may be deemed to be indirectly 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. |
Filing footnotes · ownership attribution and instrument terms
F1: On October 5, 2018, the issuer and Precigen, Inc., a wholly-owned subsidiary of Intrexon Corporation ("Intrexon"), entered into a definitive license agreement to replace all existing agreements between the companies. In partial consideration for the termination of the former agreements, the companies agreed that the issuer would retire all outstanding shares of its Series 1 Preferred Stock held by Intrexon, including any accrued dividends, as of September 30, 2018.
F2: Randal J. Kirk, directly and through certain affiliates, is the largest shareholder of Intrexon and serves as Intrexon's Chairman of the Board and Chief Executive Officer. Mr. Kirk may therefore be deemed to have voting and dispositive power over the shares of the issuer owned by Intrexon. Shares held by Intrexon may be deemed to be indirectly 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.
Armata Pharmaceuticals, Inc.
Report date December 27, 2016 · Filed December 30, 2016
Jointly reported with KIRK RANDAL J
Section 16 reporting ended · disclosed 2016-12-30. Current position is not established by this disclosure.
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Common StockSEC Table I · non-derivative | Indirectby NRM VII Holdings | 736,170 |
Last balance in matching sequence
After 2016-12-29 transaction · row 3
Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
3 source rowsRow 1 · 2016-12-27 · Sale · Disposed 26,308 · Balance 802,263 F1: Pursuant to a joint selling program, NRM VII Holdings I, LLC ("NRM VII Holdings") and Intrexon Corporation ("Intrexon") sold shares on a pro rata basis. F2: Randal J. Kirk controls NRM VII Holdings. Shares held by this entity may be deemed to be indirectly 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. Row 2 · 2016-12-28 · Sale · Disposed 44,170 · Balance 758,093 F1: Pursuant to a joint selling program, NRM VII Holdings I, LLC ("NRM VII Holdings") and Intrexon Corporation ("Intrexon") sold shares on a pro rata basis. F2: Randal J. Kirk controls NRM VII Holdings. Shares held by this entity may be deemed to be indirectly 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. Row 3 · 2016-12-29 · Sale · Disposed 21,923 · Balance 736,170 F1: Pursuant to a joint selling program, NRM VII Holdings I, LLC ("NRM VII Holdings") and Intrexon Corporation ("Intrexon") sold shares on a pro rata basis. F2: Randal J. Kirk controls NRM VII Holdings. Shares held by this entity may be deemed to be indirectly 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. |
| Common StockSEC Table I · non-derivative | Indirectby Intrexon | 674,169 |
Last balance in matching sequence
After 2016-12-29 transaction · row 6
Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
3 source rowsRow 4 · 2016-12-27 · Sale · Disposed 24,092 · Balance 734,696 F1: Pursuant to a joint selling program, NRM VII Holdings I, LLC ("NRM VII Holdings") and Intrexon Corporation ("Intrexon") sold shares on a pro rata basis. F3: Randal J. Kirk, directly and through certain affiliates, has voting and dispositive power over a majority of the outstanding capital stock of Intrexon. Mr. Kirk may therefore be deemed to have voting and dispositive power over the shares of the issuer owned by Intrexon. Shares held by Intrexon may be deemed to be indirectly 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. Row 5 · 2016-12-28 · Sale · Disposed 40,450 · Balance 694,246 F1: Pursuant to a joint selling program, NRM VII Holdings I, LLC ("NRM VII Holdings") and Intrexon Corporation ("Intrexon") sold shares on a pro rata basis. F3: Randal J. Kirk, directly and through certain affiliates, has voting and dispositive power over a majority of the outstanding capital stock of Intrexon. Mr. Kirk may therefore be deemed to have voting and dispositive power over the shares of the issuer owned by Intrexon. Shares held by Intrexon may be deemed to be indirectly 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. Row 6 · 2016-12-29 · Sale · Disposed 20,077 · Balance 674,169 F1: Pursuant to a joint selling program, NRM VII Holdings I, LLC ("NRM VII Holdings") and Intrexon Corporation ("Intrexon") sold shares on a pro rata basis. F3: Randal J. Kirk, directly and through certain affiliates, has voting and dispositive power over a majority of the outstanding capital stock of Intrexon. Mr. Kirk may therefore be deemed to have voting and dispositive power over the shares of the issuer owned by Intrexon. Shares held by Intrexon may be deemed to be indirectly 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. |
Filing footnotes · ownership attribution and instrument terms
F1: Pursuant to a joint selling program, NRM VII Holdings I, LLC ("NRM VII Holdings") and Intrexon Corporation ("Intrexon") sold shares on a pro rata basis.
F2: Randal J. Kirk controls NRM VII Holdings. Shares held by this entity may be deemed to be indirectly 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.
F3: Randal J. Kirk, directly and through certain affiliates, has voting and dispositive power over a majority of the outstanding capital stock of Intrexon. Mr. Kirk may therefore be deemed to have voting and dispositive power over the shares of the issuer owned by Intrexon. Shares held by Intrexon may be deemed to be indirectly 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.
Fibrocell Science, Inc.
Report date December 13, 2019 · Filed December 17, 2019
Jointly reported with KIRK RANDAL J
Section 16 reporting ended · disclosed 2019-12-17. Current position is not established by this disclosure.
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Common StockSEC Table I · non-derivative | Indirectby Kapital Joe | 80,160 |
Reported balance
After 2019-12-13 transaction · row 1
Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source rowRow 1 · 2019-12-13 · Conversion · Acquired 10,282 · Balance 80,160 F2: Each share of Series A Preferred Stock of the issuer issued and outstanding immediately prior to the Effective Time ("Preferred Stock"), in accordance with the terms of the Certificate of Designations, survived the merger transaction and thereafter only represented the right to receive an amount in cash, without interest, equal to the conversion amount, as that term is defined in the Consent and Termination Agreement ("Termination Agreement") entered into on September 12, 2019 by and among the issuer, Castle Creek, Merger Sub, Kapital Joe, LLC ("Kapital Joe"), Mascara Kaboom, LLC ("Mascara Kaboom"), NRM VII Holdings I, LLC ("NRM VII Holdings") and Intrexon Corporation ("Intrexon"), subject to any withholding of taxes required by applicable law, upon delivery of a Notice of Conversion in accordance with Section 2.2 of the Merger Agreement and the Certificate of Designations. F3: Pursuant to the Termination Agreement: (i) the Conversion Amount was calculated as: (x) the number of issuer shares of common stock such share of Preferred Stock is entitled to be converted into pursuant to the Certificate of Designation, based on the stated value and assuming a conversion price of $11.6355, multiplied by (y) the Merger Consideration; and (ii) the Merger Sub issued and delivered a Promissory Note in the principal amount equal to the aggregate amount of all of the Conversion Amounts which such securityholder is entitled to receive. The Promissory Notes bear interest at a rate of 8% per annum and Merger Sub shall repay the principal amount and all accrued and unpaid interest on the date that is one hundred-eighty (180) days following the closing date of the merger transaction. Each entity received the noted Conversion Amount and Promissory Notes: Kapital Joe ($30,846); Mascara Kaboom ($873); NRM VII Holdings ($508,086); and Intrexon ($337,851). F5: Randal J. Kirk controls Kapital Joe, Mascara Kaboom, and NRM VII Holdings. Shares held by these entities may be deemed to be indirectly 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. |
| Common StockSEC Table I · non-derivative | Indirectby Kapital Joe | 0 |
Reported balance
After 2019-12-13 transaction · row 2
Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source rowRow 2 · 2019-12-13 · Other · Disposed 80,160 · Balance 0 F4: The indicated number of shares is reflective of all common shares held at the Effective Time of the merger, including those shares of Preferred Stock that were converted to common shares of the issuer, pursuant to the terms detailed in Footnotes 2 and 3. F1: Pursuant to the Agreement and Plan of Merger, dated as of September 12, 2019 (the "Merger Agreement"), among the issuer, Castle Creek Pharmaceutical Holdings, Inc. ("Castle Creek") and Castle Creek Merger Corp. ("Merger Sub"), effective as of immediately prior to the effective time of the merger of the issuer and Merger Sub (the "Effective Time"), each share of common stock of the issuer that was issued and outstanding immediately prior to the Effective Time, was converted into and thereafter represented the right to receive $3.00 in cash, without interest (the "Merger Consideration"), subject to any withholding of taxes required by applicable law, upon surrender of the certificates or book-entry shares in accordance with Section 2.2 of the Merger Agreement. F5: Randal J. Kirk controls Kapital Joe, Mascara Kaboom, and NRM VII Holdings. Shares held by these entities may be deemed to be indirectly 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. |
| Common StockSEC Table I · non-derivative | Indirectby Mascara Kaboom | 2,453 |
Reported balance
After 2019-12-13 transaction · row 3
Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source rowRow 3 · 2019-12-13 · Conversion · Acquired 291 · Balance 2,453 F2: Each share of Series A Preferred Stock of the issuer issued and outstanding immediately prior to the Effective Time ("Preferred Stock"), in accordance with the terms of the Certificate of Designations, survived the merger transaction and thereafter only represented the right to receive an amount in cash, without interest, equal to the conversion amount, as that term is defined in the Consent and Termination Agreement ("Termination Agreement") entered into on September 12, 2019 by and among the issuer, Castle Creek, Merger Sub, Kapital Joe, LLC ("Kapital Joe"), Mascara Kaboom, LLC ("Mascara Kaboom"), NRM VII Holdings I, LLC ("NRM VII Holdings") and Intrexon Corporation ("Intrexon"), subject to any withholding of taxes required by applicable law, upon delivery of a Notice of Conversion in accordance with Section 2.2 of the Merger Agreement and the Certificate of Designations. F3: Pursuant to the Termination Agreement: (i) the Conversion Amount was calculated as: (x) the number of issuer shares of common stock such share of Preferred Stock is entitled to be converted into pursuant to the Certificate of Designation, based on the stated value and assuming a conversion price of $11.6355, multiplied by (y) the Merger Consideration; and (ii) the Merger Sub issued and delivered a Promissory Note in the principal amount equal to the aggregate amount of all of the Conversion Amounts which such securityholder is entitled to receive. The Promissory Notes bear interest at a rate of 8% per annum and Merger Sub shall repay the principal amount and all accrued and unpaid interest on the date that is one hundred-eighty (180) days following the closing date of the merger transaction. Each entity received the noted Conversion Amount and Promissory Notes: Kapital Joe ($30,846); Mascara Kaboom ($873); NRM VII Holdings ($508,086); and Intrexon ($337,851). F5: Randal J. Kirk controls Kapital Joe, Mascara Kaboom, and NRM VII Holdings. Shares held by these entities may be deemed to be indirectly 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. |
| Common StockSEC Table I · non-derivative | Indirectby Mascara Kaboom | 0 |
Reported balance
After 2019-12-13 transaction · row 4
Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source rowRow 4 · 2019-12-13 · Other · Disposed 2,453 · Balance 0 F4: The indicated number of shares is reflective of all common shares held at the Effective Time of the merger, including those shares of Preferred Stock that were converted to common shares of the issuer, pursuant to the terms detailed in Footnotes 2 and 3. F1: Pursuant to the Agreement and Plan of Merger, dated as of September 12, 2019 (the "Merger Agreement"), among the issuer, Castle Creek Pharmaceutical Holdings, Inc. ("Castle Creek") and Castle Creek Merger Corp. ("Merger Sub"), effective as of immediately prior to the effective time of the merger of the issuer and Merger Sub (the "Effective Time"), each share of common stock of the issuer that was issued and outstanding immediately prior to the Effective Time, was converted into and thereafter represented the right to receive $3.00 in cash, without interest (the "Merger Consideration"), subject to any withholding of taxes required by applicable law, upon surrender of the certificates or book-entry shares in accordance with Section 2.2 of the Merger Agreement. F5: Randal J. Kirk controls Kapital Joe, Mascara Kaboom, and NRM VII Holdings. Shares held by these entities may be deemed to be indirectly 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. |
| Common StockSEC Table I · non-derivative | Indirectby NRM VII Holdings | 1,324,328 |
Reported balance
After 2019-12-13 transaction · row 5
Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source rowRow 5 · 2019-12-13 · Conversion · Acquired 169,602 · Balance 1,324,328 F2: Each share of Series A Preferred Stock of the issuer issued and outstanding immediately prior to the Effective Time ("Preferred Stock"), in accordance with the terms of the Certificate of Designations, survived the merger transaction and thereafter only represented the right to receive an amount in cash, without interest, equal to the conversion amount, as that term is defined in the Consent and Termination Agreement ("Termination Agreement") entered into on September 12, 2019 by and among the issuer, Castle Creek, Merger Sub, Kapital Joe, LLC ("Kapital Joe"), Mascara Kaboom, LLC ("Mascara Kaboom"), NRM VII Holdings I, LLC ("NRM VII Holdings") and Intrexon Corporation ("Intrexon"), subject to any withholding of taxes required by applicable law, upon delivery of a Notice of Conversion in accordance with Section 2.2 of the Merger Agreement and the Certificate of Designations. F3: Pursuant to the Termination Agreement: (i) the Conversion Amount was calculated as: (x) the number of issuer shares of common stock such share of Preferred Stock is entitled to be converted into pursuant to the Certificate of Designation, based on the stated value and assuming a conversion price of $11.6355, multiplied by (y) the Merger Consideration; and (ii) the Merger Sub issued and delivered a Promissory Note in the principal amount equal to the aggregate amount of all of the Conversion Amounts which such securityholder is entitled to receive. The Promissory Notes bear interest at a rate of 8% per annum and Merger Sub shall repay the principal amount and all accrued and unpaid interest on the date that is one hundred-eighty (180) days following the closing date of the merger transaction. Each entity received the noted Conversion Amount and Promissory Notes: Kapital Joe ($30,846); Mascara Kaboom ($873); NRM VII Holdings ($508,086); and Intrexon ($337,851). F5: Randal J. Kirk controls Kapital Joe, Mascara Kaboom, and NRM VII Holdings. Shares held by these entities may be deemed to be indirectly 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. |
| Common StockSEC Table I · non-derivative | Indirectby NRM VII Holdings | 0 |
Reported balance
After 2019-12-13 transaction · row 6
Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source rowRow 6 · 2019-12-13 · Other · Disposed 1,324,328 · Balance 0 F4: The indicated number of shares is reflective of all common shares held at the Effective Time of the merger, including those shares of Preferred Stock that were converted to common shares of the issuer, pursuant to the terms detailed in Footnotes 2 and 3. F1: Pursuant to the Agreement and Plan of Merger, dated as of September 12, 2019 (the "Merger Agreement"), among the issuer, Castle Creek Pharmaceutical Holdings, Inc. ("Castle Creek") and Castle Creek Merger Corp. ("Merger Sub"), effective as of immediately prior to the effective time of the merger of the issuer and Merger Sub (the "Effective Time"), each share of common stock of the issuer that was issued and outstanding immediately prior to the Effective Time, was converted into and thereafter represented the right to receive $3.00 in cash, without interest (the "Merger Consideration"), subject to any withholding of taxes required by applicable law, upon surrender of the certificates or book-entry shares in accordance with Section 2.2 of the Merger Agreement. F5: Randal J. Kirk controls Kapital Joe, Mascara Kaboom, and NRM VII Holdings. Shares held by these entities may be deemed to be indirectly 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. |
| Common StockSEC Table I · non-derivative | Indirectby Intrexon | 539,337 |
Reported balance
After 2019-12-13 transaction · row 7
Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source rowRow 7 · 2019-12-13 · Conversion · Acquired 112,617 · Balance 539,337 F2: Each share of Series A Preferred Stock of the issuer issued and outstanding immediately prior to the Effective Time ("Preferred Stock"), in accordance with the terms of the Certificate of Designations, survived the merger transaction and thereafter only represented the right to receive an amount in cash, without interest, equal to the conversion amount, as that term is defined in the Consent and Termination Agreement ("Termination Agreement") entered into on September 12, 2019 by and among the issuer, Castle Creek, Merger Sub, Kapital Joe, LLC ("Kapital Joe"), Mascara Kaboom, LLC ("Mascara Kaboom"), NRM VII Holdings I, LLC ("NRM VII Holdings") and Intrexon Corporation ("Intrexon"), subject to any withholding of taxes required by applicable law, upon delivery of a Notice of Conversion in accordance with Section 2.2 of the Merger Agreement and the Certificate of Designations. F3: Pursuant to the Termination Agreement: (i) the Conversion Amount was calculated as: (x) the number of issuer shares of common stock such share of Preferred Stock is entitled to be converted into pursuant to the Certificate of Designation, based on the stated value and assuming a conversion price of $11.6355, multiplied by (y) the Merger Consideration; and (ii) the Merger Sub issued and delivered a Promissory Note in the principal amount equal to the aggregate amount of all of the Conversion Amounts which such securityholder is entitled to receive. The Promissory Notes bear interest at a rate of 8% per annum and Merger Sub shall repay the principal amount and all accrued and unpaid interest on the date that is one hundred-eighty (180) days following the closing date of the merger transaction. Each entity received the noted Conversion Amount and Promissory Notes: Kapital Joe ($30,846); Mascara Kaboom ($873); NRM VII Holdings ($508,086); and Intrexon ($337,851). F5: Randal J. Kirk controls Kapital Joe, Mascara Kaboom, and NRM VII Holdings. Shares held by these entities may be deemed to be indirectly 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. |
| Common StockSEC Table I · non-derivative | Indirectby Intrexon | 0 |
Reported balance
After 2019-12-13 transaction · row 8
Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source rowRow 8 · 2019-12-13 · Other · Disposed 539,337 · Balance 0 F4: The indicated number of shares is reflective of all common shares held at the Effective Time of the merger, including those shares of Preferred Stock that were converted to common shares of the issuer, pursuant to the terms detailed in Footnotes 2 and 3. F1: Pursuant to the Agreement and Plan of Merger, dated as of September 12, 2019 (the "Merger Agreement"), among the issuer, Castle Creek Pharmaceutical Holdings, Inc. ("Castle Creek") and Castle Creek Merger Corp. ("Merger Sub"), effective as of immediately prior to the effective time of the merger of the issuer and Merger Sub (the "Effective Time"), each share of common stock of the issuer that was issued and outstanding immediately prior to the Effective Time, was converted into and thereafter represented the right to receive $3.00 in cash, without interest (the "Merger Consideration"), subject to any withholding of taxes required by applicable law, upon surrender of the certificates or book-entry shares in accordance with Section 2.2 of the Merger Agreement. F6: Randal J. Kirk, directly and through certain affiliates, is the largest shareholder of Intrexon and serves as Intrexon's Chairman of the Board and Chief Executive Officer. Mr. Kirk may therefore be deemed to have voting and dispositive power over the shares of the issuer owned by Intrexon. Shares held by Intrexon may be deemed to be indirectly 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. |
| Series A Convertible Preferred StockSEC Table II · derivative / convertible security | Indirectby Kapital Joe | 0 |
Reported balance
After 2019-12-13 transaction · row 9
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 9 · 2019-12-13 · Conversion · Disposed 106 · Balance 0 F2: Each share of Series A Preferred Stock of the issuer issued and outstanding immediately prior to the Effective Time ("Preferred Stock"), in accordance with the terms of the Certificate of Designations, survived the merger transaction and thereafter only represented the right to receive an amount in cash, without interest, equal to the conversion amount, as that term is defined in the Consent and Termination Agreement ("Termination Agreement") entered into on September 12, 2019 by and among the issuer, Castle Creek, Merger Sub, Kapital Joe, LLC ("Kapital Joe"), Mascara Kaboom, LLC ("Mascara Kaboom"), NRM VII Holdings I, LLC ("NRM VII Holdings") and Intrexon Corporation ("Intrexon"), subject to any withholding of taxes required by applicable law, upon delivery of a Notice of Conversion in accordance with Section 2.2 of the Merger Agreement and the Certificate of Designations. F3: Pursuant to the Termination Agreement: (i) the Conversion Amount was calculated as: (x) the number of issuer shares of common stock such share of Preferred Stock is entitled to be converted into pursuant to the Certificate of Designation, based on the stated value and assuming a conversion price of $11.6355, multiplied by (y) the Merger Consideration; and (ii) the Merger Sub issued and delivered a Promissory Note in the principal amount equal to the aggregate amount of all of the Conversion Amounts which such securityholder is entitled to receive. The Promissory Notes bear interest at a rate of 8% per annum and Merger Sub shall repay the principal amount and all accrued and unpaid interest on the date that is one hundred-eighty (180) days following the closing date of the merger transaction. Each entity received the noted Conversion Amount and Promissory Notes: Kapital Joe ($30,846); Mascara Kaboom ($873); NRM VII Holdings ($508,086); and Intrexon ($337,851). F5: Randal J. Kirk controls Kapital Joe, Mascara Kaboom, and NRM VII Holdings. Shares held by these entities may be deemed to be indirectly 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. |
| Series A Convertible Preferred StockSEC Table II · derivative / convertible security | Indirectby Mascara Kaboom | 0 |
Reported balance
After 2019-12-13 transaction · row 10
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 10 · 2019-12-13 · Conversion · Disposed 3 · Balance 0 F2: Each share of Series A Preferred Stock of the issuer issued and outstanding immediately prior to the Effective Time ("Preferred Stock"), in accordance with the terms of the Certificate of Designations, survived the merger transaction and thereafter only represented the right to receive an amount in cash, without interest, equal to the conversion amount, as that term is defined in the Consent and Termination Agreement ("Termination Agreement") entered into on September 12, 2019 by and among the issuer, Castle Creek, Merger Sub, Kapital Joe, LLC ("Kapital Joe"), Mascara Kaboom, LLC ("Mascara Kaboom"), NRM VII Holdings I, LLC ("NRM VII Holdings") and Intrexon Corporation ("Intrexon"), subject to any withholding of taxes required by applicable law, upon delivery of a Notice of Conversion in accordance with Section 2.2 of the Merger Agreement and the Certificate of Designations. F3: Pursuant to the Termination Agreement: (i) the Conversion Amount was calculated as: (x) the number of issuer shares of common stock such share of Preferred Stock is entitled to be converted into pursuant to the Certificate of Designation, based on the stated value and assuming a conversion price of $11.6355, multiplied by (y) the Merger Consideration; and (ii) the Merger Sub issued and delivered a Promissory Note in the principal amount equal to the aggregate amount of all of the Conversion Amounts which such securityholder is entitled to receive. The Promissory Notes bear interest at a rate of 8% per annum and Merger Sub shall repay the principal amount and all accrued and unpaid interest on the date that is one hundred-eighty (180) days following the closing date of the merger transaction. Each entity received the noted Conversion Amount and Promissory Notes: Kapital Joe ($30,846); Mascara Kaboom ($873); NRM VII Holdings ($508,086); and Intrexon ($337,851). F5: Randal J. Kirk controls Kapital Joe, Mascara Kaboom, and NRM VII Holdings. Shares held by these entities may be deemed to be indirectly 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. |
| Series A Convertible Preferred StockSEC Table II · derivative / convertible security | Indirectby NRM VII Holdings | 0 |
Reported balance
After 2019-12-13 transaction · row 11
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 11 · 2019-12-13 · Conversion · Disposed 1,746 · Balance 0 F2: Each share of Series A Preferred Stock of the issuer issued and outstanding immediately prior to the Effective Time ("Preferred Stock"), in accordance with the terms of the Certificate of Designations, survived the merger transaction and thereafter only represented the right to receive an amount in cash, without interest, equal to the conversion amount, as that term is defined in the Consent and Termination Agreement ("Termination Agreement") entered into on September 12, 2019 by and among the issuer, Castle Creek, Merger Sub, Kapital Joe, LLC ("Kapital Joe"), Mascara Kaboom, LLC ("Mascara Kaboom"), NRM VII Holdings I, LLC ("NRM VII Holdings") and Intrexon Corporation ("Intrexon"), subject to any withholding of taxes required by applicable law, upon delivery of a Notice of Conversion in accordance with Section 2.2 of the Merger Agreement and the Certificate of Designations. F3: Pursuant to the Termination Agreement: (i) the Conversion Amount was calculated as: (x) the number of issuer shares of common stock such share of Preferred Stock is entitled to be converted into pursuant to the Certificate of Designation, based on the stated value and assuming a conversion price of $11.6355, multiplied by (y) the Merger Consideration; and (ii) the Merger Sub issued and delivered a Promissory Note in the principal amount equal to the aggregate amount of all of the Conversion Amounts which such securityholder is entitled to receive. The Promissory Notes bear interest at a rate of 8% per annum and Merger Sub shall repay the principal amount and all accrued and unpaid interest on the date that is one hundred-eighty (180) days following the closing date of the merger transaction. Each entity received the noted Conversion Amount and Promissory Notes: Kapital Joe ($30,846); Mascara Kaboom ($873); NRM VII Holdings ($508,086); and Intrexon ($337,851). F5: Randal J. Kirk controls Kapital Joe, Mascara Kaboom, and NRM VII Holdings. Shares held by these entities may be deemed to be indirectly 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. |
| Series A Convertible Preferred StockSEC Table II · derivative / convertible security | Indirectby Intrexon | 0 |
Reported balance
After 2019-12-13 transaction · row 12
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 12 · 2019-12-13 · Conversion · Disposed 1,161 · Balance 0 F2: Each share of Series A Preferred Stock of the issuer issued and outstanding immediately prior to the Effective Time ("Preferred Stock"), in accordance with the terms of the Certificate of Designations, survived the merger transaction and thereafter only represented the right to receive an amount in cash, without interest, equal to the conversion amount, as that term is defined in the Consent and Termination Agreement ("Termination Agreement") entered into on September 12, 2019 by and among the issuer, Castle Creek, Merger Sub, Kapital Joe, LLC ("Kapital Joe"), Mascara Kaboom, LLC ("Mascara Kaboom"), NRM VII Holdings I, LLC ("NRM VII Holdings") and Intrexon Corporation ("Intrexon"), subject to any withholding of taxes required by applicable law, upon delivery of a Notice of Conversion in accordance with Section 2.2 of the Merger Agreement and the Certificate of Designations. F3: Pursuant to the Termination Agreement: (i) the Conversion Amount was calculated as: (x) the number of issuer shares of common stock such share of Preferred Stock is entitled to be converted into pursuant to the Certificate of Designation, based on the stated value and assuming a conversion price of $11.6355, multiplied by (y) the Merger Consideration; and (ii) the Merger Sub issued and delivered a Promissory Note in the principal amount equal to the aggregate amount of all of the Conversion Amounts which such securityholder is entitled to receive. The Promissory Notes bear interest at a rate of 8% per annum and Merger Sub shall repay the principal amount and all accrued and unpaid interest on the date that is one hundred-eighty (180) days following the closing date of the merger transaction. Each entity received the noted Conversion Amount and Promissory Notes: Kapital Joe ($30,846); Mascara Kaboom ($873); NRM VII Holdings ($508,086); and Intrexon ($337,851). F5: Randal J. Kirk controls Kapital Joe, Mascara Kaboom, and NRM VII Holdings. Shares held by these entities may be deemed to be indirectly 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. |
Filing footnotes · ownership attribution and instrument terms
F1: Pursuant to the Agreement and Plan of Merger, dated as of September 12, 2019 (the "Merger Agreement"), among the issuer, Castle Creek Pharmaceutical Holdings, Inc. ("Castle Creek") and Castle Creek Merger Corp. ("Merger Sub"), effective as of immediately prior to the effective time of the merger of the issuer and Merger Sub (the "Effective Time"), each share of common stock of the issuer that was issued and outstanding immediately prior to the Effective Time, was converted into and thereafter represented the right to receive $3.00 in cash, without interest (the "Merger Consideration"), subject to any withholding of taxes required by applicable law, upon surrender of the certificates or book-entry shares in accordance with Section 2.2 of the Merger Agreement.
F2: Each share of Series A Preferred Stock of the issuer issued and outstanding immediately prior to the Effective Time ("Preferred Stock"), in accordance with the terms of the Certificate of Designations, survived the merger transaction and thereafter only represented the right to receive an amount in cash, without interest, equal to the conversion amount, as that term is defined in the Consent and Termination Agreement ("Termination Agreement") entered into on September 12, 2019 by and among the issuer, Castle Creek, Merger Sub, Kapital Joe, LLC ("Kapital Joe"), Mascara Kaboom, LLC ("Mascara Kaboom"), NRM VII Holdings I, LLC ("NRM VII Holdings") and Intrexon Corporation ("Intrexon"), subject to any withholding of taxes required by applicable law, upon delivery of a Notice of Conversion in accordance with Section 2.2 of the Merger Agreement and the Certificate of Designations.
F3: Pursuant to the Termination Agreement: (i) the Conversion Amount was calculated as: (x) the number of issuer shares of common stock such share of Preferred Stock is entitled to be converted into pursuant to the Certificate of Designation, based on the stated value and assuming a conversion price of $11.6355, multiplied by (y) the Merger Consideration; and (ii) the Merger Sub issued and delivered a Promissory Note in the principal amount equal to the aggregate amount of all of the Conversion Amounts which such securityholder is entitled to receive. The Promissory Notes bear interest at a rate of 8% per annum and Merger Sub shall repay the principal amount and all accrued and unpaid interest on the date that is one hundred-eighty (180) days following the closing date of the merger transaction. Each entity received the noted Conversion Amount and Promissory Notes: Kapital Joe ($30,846); Mascara Kaboom ($873); NRM VII Holdings ($508,086); and Intrexon ($337,851).
F4: The indicated number of shares is reflective of all common shares held at the Effective Time of the merger, including those shares of Preferred Stock that were converted to common shares of the issuer, pursuant to the terms detailed in Footnotes 2 and 3.
F5: Randal J. Kirk controls Kapital Joe, Mascara Kaboom, and NRM VII Holdings. Shares held by these entities may be deemed to be indirectly 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.
F6: Randal J. Kirk, directly and through certain affiliates, is the largest shareholder of Intrexon and serves as Intrexon's Chairman of the Board and Chief Executive Officer. Mr. Kirk may therefore be deemed to have voting and dispositive power over the shares of the issuer owned by Intrexon. Shares held by Intrexon may be deemed to be indirectly 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.
Ocugen, Inc.
Report date January 11, 2019 · Filed January 15, 2019
Jointly reported with KIRK RANDAL J
Section 16 reporting ended · disclosed 2019-01-15. Current position is not established by this disclosure.
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Common StockSEC Table I · non-derivative | Indirectby Intrexon | 1,692,366 |
Last balance in matching sequence
After 2019-01-15 transaction · row 3
Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
3 source rowsRow 1 · 2019-01-11 · Sale · Disposed 251,800 · Balance 2,438,770 F1: Randal J. Kirk, directly and through certain affiliates, is the largest shareholder of Intrexon Corporation ("Intrexon") and serves as Intrexon's Chairman of the Board and Chief Executive Officer. Mr. Kirk may therefore be deemed to have voting and dispositive power over the shares of the issuer owned by Intrexon. Shares held by Intrexon may be deemed to be indirectly 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. Row 2 · 2019-01-14 · Sale · Disposed 400,507 · Balance 2,038,263 F1: Randal J. Kirk, directly and through certain affiliates, is the largest shareholder of Intrexon Corporation ("Intrexon") and serves as Intrexon's Chairman of the Board and Chief Executive Officer. Mr. Kirk may therefore be deemed to have voting and dispositive power over the shares of the issuer owned by Intrexon. Shares held by Intrexon may be deemed to be indirectly 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. Row 3 · 2019-01-15 · Sale · Disposed 345,897 · Balance 1,692,366 F1: Randal J. Kirk, directly and through certain affiliates, is the largest shareholder of Intrexon Corporation ("Intrexon") and serves as Intrexon's Chairman of the Board and Chief Executive Officer. Mr. Kirk may therefore be deemed to have voting and dispositive power over the shares of the issuer owned by Intrexon. Shares held by Intrexon may be deemed to be indirectly 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. |
Filing footnotes · ownership attribution and instrument terms
F1: Randal J. Kirk, directly and through certain affiliates, is the largest shareholder of Intrexon Corporation ("Intrexon") and serves as Intrexon's Chairman of the Board and Chief Executive Officer. Mr. Kirk may therefore be deemed to have voting and dispositive power over the shares of the issuer owned by Intrexon. Shares held by Intrexon may be deemed to be indirectly 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.
Section 16 reporting ended · disclosed 2017-05-08. Current position is not established by this disclosure.
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Common StockSEC Table I · non-derivative | Indirectby NRM VII Holdings | 583,334 |
Reported balance
After 2017-05-04 transaction · row 1
Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source rowRow 1 · 2017-05-04 · Other · Acquired 250,000 · Balance 583,334 F1: The indicated share amount is reflective of a 1:10 reverse stock split effected by the issuer on October 7, 2016. F4: Randal J. Kirk controls NRM VII Holdings. Shares held by this entity may be deemed to be indirectly 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. |
| Common StockSEC Table I · non-derivative | Indirectby NRM VII Holdings | 533,459 |
Reported balance
After 2017-05-04 transaction · row 2
Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source rowRow 2 · 2017-05-04 · Sale · Disposed 49,875 · Balance 533,459 F2: Shares surrendered to the issuer in order to satisfy the exercise price in connection with the cashless exercise of a warrant to purchase 250,000 shares of common stock of the issuer. F4: Randal J. Kirk controls NRM VII Holdings. Shares held by this entity may be deemed to be indirectly 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. |
| Common StockSEC Table I · non-derivative | Indirectby NRM VII Holdings | 521,720 |
Reported balance
After 2017-05-04 transaction · row 3
Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source rowRow 3 · 2017-05-04 · Sale · Disposed 11,739 · Balance 521,720 F3: Pursuant to a joint selling program, NRM VII Holdings I, LLC ("NRM VII Holdings") and Intrexon Corporation ("Intrexon") sold shares on a pro rata basis. F4: Randal J. Kirk controls NRM VII Holdings. Shares held by this entity may be deemed to be indirectly 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. |
| Common StockSEC Table I · non-derivative | Indirectby NRM VII Holdings | 450,113 |
Reported balance
After 2017-05-05 transaction · row 4
Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source rowRow 4 · 2017-05-05 · Sale · Disposed 71,607 · Balance 450,113 F3: Pursuant to a joint selling program, NRM VII Holdings I, LLC ("NRM VII Holdings") and Intrexon Corporation ("Intrexon") sold shares on a pro rata basis. F4: Randal J. Kirk controls NRM VII Holdings. Shares held by this entity may be deemed to be indirectly 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. |
| Common StockSEC Table I · non-derivative | Indirectby NRM VII Holdings | 440,418 |
Reported balance
After 2017-05-08 transaction · row 5
Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source rowRow 5 · 2017-05-08 · Sale · Disposed 9,695 · Balance 440,418 F3: Pursuant to a joint selling program, NRM VII Holdings I, LLC ("NRM VII Holdings") and Intrexon Corporation ("Intrexon") sold shares on a pro rata basis. F4: Randal J. Kirk controls NRM VII Holdings. Shares held by this entity may be deemed to be indirectly 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. |
| Common StockSEC Table I · non-derivative | Indirectby Intrexon | 101,171 |
Reported balance
After 2017-05-04 transaction · row 6
Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source rowRow 6 · 2017-05-04 · Sale · Disposed 2,278 · Balance 101,171 F3: Pursuant to a joint selling program, NRM VII Holdings I, LLC ("NRM VII Holdings") and Intrexon Corporation ("Intrexon") sold shares on a pro rata basis. F1: The indicated share amount is reflective of a 1:10 reverse stock split effected by the issuer on October 7, 2016. F5: Randal J. Kirk, directly and through certain affiliates, has voting and dispositive power over a majority of the outstanding capital stock of Intrexon. Mr. Kirk may therefore be deemed to have voting and dispositive power over the shares of the issuer owned by Intrexon. Shares held by Intrexon may be deemed to be indirectly 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. |
| Common StockSEC Table I · non-derivative | Indirectby Intrexon | 87,278 |
Reported balance
After 2017-05-05 transaction · row 7
Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source rowRow 7 · 2017-05-05 · Sale · Disposed 13,893 · Balance 87,278 F3: Pursuant to a joint selling program, NRM VII Holdings I, LLC ("NRM VII Holdings") and Intrexon Corporation ("Intrexon") sold shares on a pro rata basis. F5: Randal J. Kirk, directly and through certain affiliates, has voting and dispositive power over a majority of the outstanding capital stock of Intrexon. Mr. Kirk may therefore be deemed to have voting and dispositive power over the shares of the issuer owned by Intrexon. Shares held by Intrexon may be deemed to be indirectly 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. |
| Common StockSEC Table I · non-derivative | Indirectby Intrexon | 85,397 |
Reported balance
After 2017-05-08 transaction · row 8
Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source rowRow 8 · 2017-05-08 · Sale · Disposed 1,881 · Balance 85,397 F3: Pursuant to a joint selling program, NRM VII Holdings I, LLC ("NRM VII Holdings") and Intrexon Corporation ("Intrexon") sold shares on a pro rata basis. F5: Randal J. Kirk, directly and through certain affiliates, has voting and dispositive power over a majority of the outstanding capital stock of Intrexon. Mr. Kirk may therefore be deemed to have voting and dispositive power over the shares of the issuer owned by Intrexon. Shares held by Intrexon may be deemed to be indirectly 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. |
| Warrant to Purchase Common StockSEC Table II · derivative / convertible security · Conversion / exercise price $0.80 · Expires 2018-06-25 | Indirectby NRM VII Holdings | 0 |
Reported balance
After 2017-05-04 transaction · row 9
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 9 · 2017-05-04 · Other · Disposed 250,000 · Balance 0 F1: The indicated share amount is reflective of a 1:10 reverse stock split effected by the issuer on October 7, 2016. F4: Randal J. Kirk controls NRM VII Holdings. Shares held by this entity may be deemed to be indirectly 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. |
Filing footnotes · ownership attribution and instrument terms
F1: The indicated share amount is reflective of a 1:10 reverse stock split effected by the issuer on October 7, 2016.
F2: Shares surrendered to the issuer in order to satisfy the exercise price in connection with the cashless exercise of a warrant to purchase 250,000 shares of common stock of the issuer.
F3: Pursuant to a joint selling program, NRM VII Holdings I, LLC ("NRM VII Holdings") and Intrexon Corporation ("Intrexon") sold shares on a pro rata basis.
F4: Randal J. Kirk controls NRM VII Holdings. Shares held by this entity may be deemed to be indirectly 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.
F5: Randal J. Kirk, directly and through certain affiliates, has voting and dispositive power over a majority of the outstanding capital stock of Intrexon. Mr. Kirk may therefore be deemed to have voting and dispositive power over the shares of the issuer owned by Intrexon. Shares held by Intrexon may be deemed to be indirectly 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.
Theriva Biologics, Inc.
Report date April 01, 2019 · Filed April 03, 2019
Jointly reported with KIRK RANDAL J
Section 16 reporting ended · disclosed 2019-04-03. Current position is not established by this disclosure.
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Common StockSEC Table I · non-derivative | Indirectby NRM VII Holdings | 62,342 |
Last balance in matching sequence
After 2019-04-03 transaction · row 5
Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
3 source rowsRow 1 · 2019-04-01 · Sale · Disposed 11,413 · Balance 92,159 F1: Pursuant to a joint selling program, NRM VII Holdings I, LLC ("NRM VII Holdings") and Intrexon Corporation ("Intrexon") sold shares on a pro rata basis. F2: The indicated share amount is reflective of a 1:35 reverse stock split effected by the issuer on August 10, 2018. F3: Randal J. Kirk controls NRM VII Holdings. Shares held by this entity may be deemed to be indirectly 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. Row 3 · 2019-04-02 · Sale · Disposed 3,737 · Balance 88,422 F1: Pursuant to a joint selling program, NRM VII Holdings I, LLC ("NRM VII Holdings") and Intrexon Corporation ("Intrexon") sold shares on a pro rata basis. F2: The indicated share amount is reflective of a 1:35 reverse stock split effected by the issuer on August 10, 2018. F3: Randal J. Kirk controls NRM VII Holdings. Shares held by this entity may be deemed to be indirectly 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. Row 5 · 2019-04-03 · Sale · Disposed 26,080 · Balance 62,342 F1: Pursuant to a joint selling program, NRM VII Holdings I, LLC ("NRM VII Holdings") and Intrexon Corporation ("Intrexon") sold shares on a pro rata basis. F2: The indicated share amount is reflective of a 1:35 reverse stock split effected by the issuer on August 10, 2018. F3: Randal J. Kirk controls NRM VII Holdings. Shares held by this entity may be deemed to be indirectly 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. |
| Common StockSEC Table I · non-derivative | Indirectby Intrexon | 165,332 |
Last balance in matching sequence
After 2019-04-03 transaction · row 6
Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
3 source rowsRow 2 · 2019-04-01 · Sale · Disposed 30,265 · Balance 244,402 F1: Pursuant to a joint selling program, NRM VII Holdings I, LLC ("NRM VII Holdings") and Intrexon Corporation ("Intrexon") sold shares on a pro rata basis. F2: The indicated share amount is reflective of a 1:35 reverse stock split effected by the issuer on August 10, 2018. F4: Randal J. Kirk, directly and through certain affiliates, is the largest shareholder of Intrexon and serves as Intrexon's Chairman of the Board and Chief Executive Officer. Mr. Kirk may therefore be deemed to have voting and dispositive power over the shares of the issuer owned by Intrexon. Shares held by Intrexon may be deemed to be indirectly 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. Row 4 · 2019-04-02 · Sale · Disposed 9,909 · Balance 234,493 F1: Pursuant to a joint selling program, NRM VII Holdings I, LLC ("NRM VII Holdings") and Intrexon Corporation ("Intrexon") sold shares on a pro rata basis. F2: The indicated share amount is reflective of a 1:35 reverse stock split effected by the issuer on August 10, 2018. F4: Randal J. Kirk, directly and through certain affiliates, is the largest shareholder of Intrexon and serves as Intrexon's Chairman of the Board and Chief Executive Officer. Mr. Kirk may therefore be deemed to have voting and dispositive power over the shares of the issuer owned by Intrexon. Shares held by Intrexon may be deemed to be indirectly 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. Row 6 · 2019-04-03 · Sale · Disposed 69,161 · Balance 165,332 F1: Pursuant to a joint selling program, NRM VII Holdings I, LLC ("NRM VII Holdings") and Intrexon Corporation ("Intrexon") sold shares on a pro rata basis. F2: The indicated share amount is reflective of a 1:35 reverse stock split effected by the issuer on August 10, 2018. F4: Randal J. Kirk, directly and through certain affiliates, is the largest shareholder of Intrexon and serves as Intrexon's Chairman of the Board and Chief Executive Officer. Mr. Kirk may therefore be deemed to have voting and dispositive power over the shares of the issuer owned by Intrexon. Shares held by Intrexon may be deemed to be indirectly 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. |
Filing footnotes · ownership attribution and instrument terms
F1: Pursuant to a joint selling program, NRM VII Holdings I, LLC ("NRM VII Holdings") and Intrexon Corporation ("Intrexon") sold shares on a pro rata basis.
F2: The indicated share amount is reflective of a 1:35 reverse stock split effected by the issuer on August 10, 2018.
F3: Randal J. Kirk controls NRM VII Holdings. Shares held by this entity may be deemed to be indirectly 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.
F4: Randal J. Kirk, directly and through certain affiliates, is the largest shareholder of Intrexon and serves as Intrexon's Chairman of the Board and Chief Executive Officer. Mr. Kirk may therefore be deemed to have voting and dispositive power over the shares of the issuer owned by Intrexon. Shares held by Intrexon may be deemed to be indirectly 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.
Transaction history
JSON APIPurchases/sales include open-market and private transactions. Plan disclosure applies to the filing; individual rows may differ. “Not disclosed” is not “unplanned.”
The cutoff filters transaction history only. Company summaries and owner relationships show the latest available disclosures. Parser corrections can improve historical records.
| Transaction date | Company | Activity / security | Shares / units | Reported price | Reported value | Details |
|---|---|---|---|---|---|---|
| January 18, 2017 Filed Jan 20, 2017 16:56 UTC | AQUABOUNTY TECHNOLOGIES INC AQB · Entity 8187 | PurchaseCommon Stock | 2,421,073 | $10.33 | $25,009,684.09 |
DisclosureSEC source: 0001140361-17-002429 · doc1.xml · nonDerivative · entry 2 KIRK RANDAL J · CIK 0001091823 · 10% owner INTREXON CORP · CIK 0001356090 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · by Intrexon Disclosed balance after: 5,161,247 F2 · kind: In connection with the Distribution, Intrexon entered into a Stock Purchase Agreement with the issuer on November 7, 2016, pursuant to which Intrexon purchased 2,421,073 shares of common stock of the issuer in a private placement transaction on the date of the Distribution. F3 · ownership.nature: Randal J. Kirk, directly and through certain affiliates, has voting and dispositive power over a majority of the outstanding capital stock of Intrexon. Mr. Kirk may therefore be deemed to have voting and dispositive power over the shares of the issuer owned by Intrexon. Shares held by Intrexon may be deemed to be indirectly 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. Read SEC document |
| January 18, 2017 Filed Jan 20, 2017 16:56 UTC | AQUABOUNTY TECHNOLOGIES INC AQB · Entity 8187 | OtherCommon Stock | 1,776,557 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001140361-17-002429 · doc1.xml · nonDerivative · entry 1 KIRK RANDAL J · CIK 0001091823 · 10% owner INTREXON CORP · CIK 0001356090 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · by Intrexon Disclosed balance after: 2,740,174 F1 · kind: Intrexon Corporation ("Intrexon") declared a dividend of shares of AquaBounty Technologies, Inc. common stock held by it to its holders of record as of January 9, 2017 (the "Distribution"). F1 · shares: Intrexon Corporation ("Intrexon") declared a dividend of shares of AquaBounty Technologies, Inc. common stock held by it to its holders of record as of January 9, 2017 (the "Distribution"). F1 · price: Intrexon Corporation ("Intrexon") declared a dividend of shares of AquaBounty Technologies, Inc. common stock held by it to its holders of record as of January 9, 2017 (the "Distribution"). F3 · ownership.nature: Randal J. Kirk, directly and through certain affiliates, has voting and dispositive power over a majority of the outstanding capital stock of Intrexon. Mr. Kirk may therefore be deemed to have voting and dispositive power over the shares of the issuer owned by Intrexon. Shares held by Intrexon may be deemed to be indirectly 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. Read SEC document |
| December 30, 2016 Filed Dec 30, 2016 19:38 UTC | Alaunos Therapeutics, Inc. ZIOP · Entity 8339 | OtherSeries 1 Preferred Stock · Derivative | 1,051 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001140361-16-091273 · doc1.xml · derivative · entry 26 KIRK RANDAL J · CIK 0001091823 · Director INTREXON CORP · CIK 0001356090 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · by Intrexon Disclosed balance after: 106,184 Underlying: Common Stock · Not disclosed shares Expires not disclosed F4 · derivative.exercise_price: Each share of Series 1 Preferred Stock ("Preferred Stock") has a stated value of $1,200, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other recapitalization with respect to the shares of Preferred Stock. The shares of Preferred Stock shall automatically convert into shares of the issuer's common stock upon the date of commercialization of a product pursuant to the collaboration between Intrexon Corporation ("Intrexon") and the issuer, subject to conversion limitations set forth in the Securities Issuance Agreement entered into between the issuer and Intrexon on June 29, 2016 (the "Issuance Agreement"). The conversion price in connection with such automatic conversion shall be determined as set forth in the Amended and Restated Certificate of Designation, Preferences and Rights of Series 1 Preferred Stock, which the issuer has filed as an exhibit to its Amendment to Current Report on Form 8-K/A, dated July 1, 2016. F5 · price: Intrexon received the shares of Preferred Stock as payment-in-kind dividends in connection with its ownership of shares of Preferred Stock. The holders of Preferred Stock are entitled to receive a monthly dividend payable in additional shares of Preferred Stock equal to $12.00 per share of Preferred Stock per month (subject to adjustment), divided by the stated value of $1,200, rounded down to the nearest whole share. F4 · derivative.exercise_date: Each share of Series 1 Preferred Stock ("Preferred Stock") has a stated value of $1,200, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other recapitalization with respect to the shares of Preferred Stock. The shares of Preferred Stock shall automatically convert into shares of the issuer's common stock upon the date of commercialization of a product pursuant to the collaboration between Intrexon Corporation ("Intrexon") and the issuer, subject to conversion limitations set forth in the Securities Issuance Agreement entered into between the issuer and Intrexon on June 29, 2016 (the "Issuance Agreement"). The conversion price in connection with such automatic conversion shall be determined as set forth in the Amended and Restated Certificate of Designation, Preferences and Rights of Series 1 Preferred Stock, which the issuer has filed as an exhibit to its Amendment to Current Report on Form 8-K/A, dated July 1, 2016. F4 · derivative.expiration_date: Each share of Series 1 Preferred Stock ("Preferred Stock") has a stated value of $1,200, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other recapitalization with respect to the shares of Preferred Stock. The shares of Preferred Stock shall automatically convert into shares of the issuer's common stock upon the date of commercialization of a product pursuant to the collaboration between Intrexon Corporation ("Intrexon") and the issuer, subject to conversion limitations set forth in the Securities Issuance Agreement entered into between the issuer and Intrexon on June 29, 2016 (the "Issuance Agreement"). The conversion price in connection with such automatic conversion shall be determined as set forth in the Amended and Restated Certificate of Designation, Preferences and Rights of Series 1 Preferred Stock, which the issuer has filed as an exhibit to its Amendment to Current Report on Form 8-K/A, dated July 1, 2016. F4 · derivative.underlying_shares: Each share of Series 1 Preferred Stock ("Preferred Stock") has a stated value of $1,200, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other recapitalization with respect to the shares of Preferred Stock. The shares of Preferred Stock shall automatically convert into shares of the issuer's common stock upon the date of commercialization of a product pursuant to the collaboration between Intrexon Corporation ("Intrexon") and the issuer, subject to conversion limitations set forth in the Securities Issuance Agreement entered into between the issuer and Intrexon on June 29, 2016 (the "Issuance Agreement"). The conversion price in connection with such automatic conversion shall be determined as set forth in the Amended and Restated Certificate of Designation, Preferences and Rights of Series 1 Preferred Stock, which the issuer has filed as an exhibit to its Amendment to Current Report on Form 8-K/A, dated July 1, 2016. F6 · ownership.nature: Randal J. Kirk, directly and through certain affiliates, has voting and dispositive power over a majority of the outstanding capital stock of Intrexon. Mr. Kirk may therefore be deemed to have voting and dispositive power over the shares of the issuer owned by Intrexon. Shares held by Intrexon may be deemed to be indirectly 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. Read SEC document |
| December 30, 2016 Filed Dec 30, 2016 19:38 UTC | Alaunos Therapeutics, Inc. ZIOP · Entity 8339 | GrantCommon Stock | 17,204 | $0.00 | $0.00 |
DisclosureSEC source: 0001140361-16-091273 · doc1.xml · nonDerivative · entry 1 KIRK RANDAL J · CIK 0001091823 · Director INTREXON CORP · CIK 0001356090 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 139,513 F1 · shares: Restrictions related to the grant of restricted stock will lapse one year from the grant date. Read SEC document |
| December 29, 2016 Filed Dec 30, 2016 02:36 UTC | Armata Pharmaceuticals, Inc. APHB · Entity 6329 | SaleCommon Stock | 20,077 | $0.45 | $9,034.65 |
DisclosureSEC source: 0001140361-16-091123 · doc1.xml · nonDerivative · entry 6 KIRK RANDAL J · CIK 0001091823 · 10% owner INTREXON CORP · CIK 0001356090 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · by Intrexon Disclosed balance after: 674,169 F1 · shares: Pursuant to a joint selling program, NRM VII Holdings I, LLC ("NRM VII Holdings") and Intrexon Corporation ("Intrexon") sold shares on a pro rata basis. F3 · ownership.nature: Randal J. Kirk, directly and through certain affiliates, has voting and dispositive power over a majority of the outstanding capital stock of Intrexon. Mr. Kirk may therefore be deemed to have voting and dispositive power over the shares of the issuer owned by Intrexon. Shares held by Intrexon may be deemed to be indirectly 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. Read SEC document |
| December 29, 2016 Filed Dec 30, 2016 02:36 UTC | Armata Pharmaceuticals, Inc. APHB · Entity 6329 | SaleCommon Stock | 21,923 | $0.45 | $9,865.35 |
DisclosureSEC source: 0001140361-16-091123 · doc1.xml · nonDerivative · entry 3 KIRK RANDAL J · CIK 0001091823 · 10% owner INTREXON CORP · CIK 0001356090 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · by NRM VII Holdings Disclosed balance after: 736,170 F1 · shares: Pursuant to a joint selling program, NRM VII Holdings I, LLC ("NRM VII Holdings") and Intrexon Corporation ("Intrexon") sold shares on a pro rata basis. F2 · ownership.nature: Randal J. Kirk controls NRM VII Holdings. Shares held by this entity may be deemed to be indirectly 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. Read SEC document |
| December 28, 2016 Filed Dec 30, 2016 02:36 UTC | Armata Pharmaceuticals, Inc. APHB · Entity 6329 | SaleCommon Stock | 40,450 | $0.47 | $19,011.50 |
DisclosureSEC source: 0001140361-16-091123 · doc1.xml · nonDerivative · entry 5 KIRK RANDAL J · CIK 0001091823 · 10% owner INTREXON CORP · CIK 0001356090 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · by Intrexon Disclosed balance after: 694,246 F1 · shares: Pursuant to a joint selling program, NRM VII Holdings I, LLC ("NRM VII Holdings") and Intrexon Corporation ("Intrexon") sold shares on a pro rata basis. F3 · ownership.nature: Randal J. Kirk, directly and through certain affiliates, has voting and dispositive power over a majority of the outstanding capital stock of Intrexon. Mr. Kirk may therefore be deemed to have voting and dispositive power over the shares of the issuer owned by Intrexon. Shares held by Intrexon may be deemed to be indirectly 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. Read SEC document |
| December 28, 2016 Filed Dec 30, 2016 02:36 UTC | Armata Pharmaceuticals, Inc. APHB · Entity 6329 | SaleCommon Stock | 44,170 | $0.47 | $20,759.90 |
DisclosureSEC source: 0001140361-16-091123 · doc1.xml · nonDerivative · entry 2 KIRK RANDAL J · CIK 0001091823 · 10% owner INTREXON CORP · CIK 0001356090 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · by NRM VII Holdings Disclosed balance after: 758,093 F1 · shares: Pursuant to a joint selling program, NRM VII Holdings I, LLC ("NRM VII Holdings") and Intrexon Corporation ("Intrexon") sold shares on a pro rata basis. F2 · ownership.nature: Randal J. Kirk controls NRM VII Holdings. Shares held by this entity may be deemed to be indirectly 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. Read SEC document |
| December 27, 2016 Filed Dec 30, 2016 02:36 UTC | Armata Pharmaceuticals, Inc. APHB · Entity 6329 | SaleCommon Stock | 24,092 | $0.51 | $12,286.92 |
DisclosureSEC source: 0001140361-16-091123 · doc1.xml · nonDerivative · entry 4 KIRK RANDAL J · CIK 0001091823 · 10% owner INTREXON CORP · CIK 0001356090 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · by Intrexon Disclosed balance after: 734,696 F1 · shares: Pursuant to a joint selling program, NRM VII Holdings I, LLC ("NRM VII Holdings") and Intrexon Corporation ("Intrexon") sold shares on a pro rata basis. F3 · ownership.nature: Randal J. Kirk, directly and through certain affiliates, has voting and dispositive power over a majority of the outstanding capital stock of Intrexon. Mr. Kirk may therefore be deemed to have voting and dispositive power over the shares of the issuer owned by Intrexon. Shares held by Intrexon may be deemed to be indirectly 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. Read SEC document |
| December 27, 2016 Filed Dec 30, 2016 02:36 UTC | Armata Pharmaceuticals, Inc. APHB · Entity 6329 | SaleCommon Stock | 26,308 | $0.51 | $13,417.08 |
DisclosureSEC source: 0001140361-16-091123 · doc1.xml · nonDerivative · entry 1 KIRK RANDAL J · CIK 0001091823 · 10% owner INTREXON CORP · CIK 0001356090 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · by NRM VII Holdings Disclosed balance after: 802,263 F1 · shares: Pursuant to a joint selling program, NRM VII Holdings I, LLC ("NRM VII Holdings") and Intrexon Corporation ("Intrexon") sold shares on a pro rata basis. F2 · ownership.nature: Randal J. Kirk controls NRM VII Holdings. Shares held by this entity may be deemed to be indirectly 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. Read SEC document |
| November 30, 2016 Filed Dec 1, 2016 21:34 UTC | Alaunos Therapeutics, Inc. ZIOP · Entity 8339 | OtherSeries 1 Preferred Stock · Derivative | 1,040 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001140361-16-088478 · doc1.xml · derivative · entry 1 KIRK RANDAL J · CIK 0001091823 · Director INTREXON CORP · CIK 0001356090 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · by Intrexon Disclosed balance after: 105,133 Underlying: Common Stock · Not disclosed shares Expires not disclosed F1 · derivative.exercise_price: Each share of Series 1 Preferred Stock ("Preferred Stock") has a stated value of $1,200, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other recapitalization with respect to the shares of Preferred Stock. The shares of Preferred Stock shall automatically convert into shares of the issuer's common stock upon the date of commercialization of a product pursuant to the collaboration between Intrexon Corporation ("Intrexon") and the issuer, subject to conversion limitations set forth in the Securities Issuance Agreement entered into between the issuer and Intrexon on June 29, 2016 (the "Issuance Agreement"). The conversion price in connection with such automatic conversion shall be determined as set forth in the Amended and Restated Certificate of Designation, Preferences and Rights of Series 1 Preferred Stock, which the issuer has filed as an exhibit to its Amendment to Current Report on Form 8-K/A, dated July 1, 2016. F2 · price: Intrexon received the shares of Preferred Stock as payment-in-kind dividends in connection with its ownership of shares of Preferred Stock. The holders of Preferred Stock are entitled to receive a monthly dividend payable in additional shares of Preferred Stock equal to $12.00 per share of Preferred Stock per month (subject to adjustment), divided by the stated value of $1,200, rounded down to the nearest whole share. F1 · derivative.exercise_date: Each share of Series 1 Preferred Stock ("Preferred Stock") has a stated value of $1,200, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other recapitalization with respect to the shares of Preferred Stock. The shares of Preferred Stock shall automatically convert into shares of the issuer's common stock upon the date of commercialization of a product pursuant to the collaboration between Intrexon Corporation ("Intrexon") and the issuer, subject to conversion limitations set forth in the Securities Issuance Agreement entered into between the issuer and Intrexon on June 29, 2016 (the "Issuance Agreement"). The conversion price in connection with such automatic conversion shall be determined as set forth in the Amended and Restated Certificate of Designation, Preferences and Rights of Series 1 Preferred Stock, which the issuer has filed as an exhibit to its Amendment to Current Report on Form 8-K/A, dated July 1, 2016. F1 · derivative.expiration_date: Each share of Series 1 Preferred Stock ("Preferred Stock") has a stated value of $1,200, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other recapitalization with respect to the shares of Preferred Stock. The shares of Preferred Stock shall automatically convert into shares of the issuer's common stock upon the date of commercialization of a product pursuant to the collaboration between Intrexon Corporation ("Intrexon") and the issuer, subject to conversion limitations set forth in the Securities Issuance Agreement entered into between the issuer and Intrexon on June 29, 2016 (the "Issuance Agreement"). The conversion price in connection with such automatic conversion shall be determined as set forth in the Amended and Restated Certificate of Designation, Preferences and Rights of Series 1 Preferred Stock, which the issuer has filed as an exhibit to its Amendment to Current Report on Form 8-K/A, dated July 1, 2016. F1 · derivative.underlying_shares: Each share of Series 1 Preferred Stock ("Preferred Stock") has a stated value of $1,200, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other recapitalization with respect to the shares of Preferred Stock. The shares of Preferred Stock shall automatically convert into shares of the issuer's common stock upon the date of commercialization of a product pursuant to the collaboration between Intrexon Corporation ("Intrexon") and the issuer, subject to conversion limitations set forth in the Securities Issuance Agreement entered into between the issuer and Intrexon on June 29, 2016 (the "Issuance Agreement"). The conversion price in connection with such automatic conversion shall be determined as set forth in the Amended and Restated Certificate of Designation, Preferences and Rights of Series 1 Preferred Stock, which the issuer has filed as an exhibit to its Amendment to Current Report on Form 8-K/A, dated July 1, 2016. F2 · balance_after: Intrexon received the shares of Preferred Stock as payment-in-kind dividends in connection with its ownership of shares of Preferred Stock. The holders of Preferred Stock are entitled to receive a monthly dividend payable in additional shares of Preferred Stock equal to $12.00 per share of Preferred Stock per month (subject to adjustment), divided by the stated value of $1,200, rounded down to the nearest whole share. F3 · ownership.nature: Randal J. Kirk, directly and through certain affiliates, has voting and dispositive power over a majority of the outstanding capital stock of Intrexon. Mr. Kirk may therefore be deemed to have voting and dispositive power over the shares of the issuer owned by Intrexon. Shares held by Intrexon may be deemed to be indirectly 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. Read SEC document |
| November 12, 2016 Filed Nov 16, 2016 22:24 UTC | Armata Pharmaceuticals, Inc. APHB · Entity 6329 | ConversionSeries B Preferred Stock · Derivative | 2,142,857 | $0.00 | $0.00 |
DisclosureSEC source: 0001140361-16-086987 · doc1.xml · derivative · entry 3 KIRK RANDAL J · CIK 0001091823 · 10% owner INTREXON CORP · CIK 0001356090 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · by NRM VII Holdings Disclosed balance after: 0 Underlying: Common Stock · 428,571 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F4 · derivative.exercise_price: In connection with the automatic conversion of Series B Convertible Preferred Stock the shares were automatically converted at a ratio of 1-to-5. Shares of Series B Convertible Preferred Stock had no expiration date. F1 · date: On November 12, 2016, NRM VII Holdings I, LLC ("NRM VII Holdings") and the issuer entered into a settlement agreement with respect to the lawsuit filed against the issuer and the members of its Board of Directors relating to the automatic conversion of Series B Convertible Preferred Stock. F4 · shares: In connection with the automatic conversion of Series B Convertible Preferred Stock the shares were automatically converted at a ratio of 1-to-5. Shares of Series B Convertible Preferred Stock had no expiration date. F4 · price: In connection with the automatic conversion of Series B Convertible Preferred Stock the shares were automatically converted at a ratio of 1-to-5. Shares of Series B Convertible Preferred Stock had no expiration date. F4 · derivative.exercise_date: In connection with the automatic conversion of Series B Convertible Preferred Stock the shares were automatically converted at a ratio of 1-to-5. Shares of Series B Convertible Preferred Stock had no expiration date. F4 · derivative.expiration_date: In connection with the automatic conversion of Series B Convertible Preferred Stock the shares were automatically converted at a ratio of 1-to-5. Shares of Series B Convertible Preferred Stock had no expiration date. F2 · ownership.nature: Randal J. Kirk controls NRM VII Holdings. Shares held by this entity may be deemed to be indirectly 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. Read SEC document |
| November 12, 2016 Filed Nov 16, 2016 22:24 UTC | Armata Pharmaceuticals, Inc. APHB · Entity 6329 | ConversionCommon Stock | 428,571 | $0.00 | $0.00 |
DisclosureSEC source: 0001140361-16-086987 · doc1.xml · nonDerivative · entry 1 KIRK RANDAL J · CIK 0001091823 · 10% owner INTREXON CORP · CIK 0001356090 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · by NRM VII Holdings Disclosed balance after: 828,571 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · date: On November 12, 2016, NRM VII Holdings I, LLC ("NRM VII Holdings") and the issuer entered into a settlement agreement with respect to the lawsuit filed against the issuer and the members of its Board of Directors relating to the automatic conversion of Series B Convertible Preferred Stock. F2 · ownership.nature: Randal J. Kirk controls NRM VII Holdings. Shares held by this entity may be deemed to be indirectly 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. Read SEC document |
| October 31, 2016 Filed Nov 2, 2016 19:44 UTC | Alaunos Therapeutics, Inc. ZIOP · Entity 8339 | OtherSeries 1 Preferred Stock · Derivative | 1,030 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001140361-16-084614 · doc1.xml · derivative · entry 1 KIRK RANDAL J · CIK 0001091823 · Director INTREXON CORP · CIK 0001356090 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · by Intrexon Disclosed balance after: 104,093 Underlying: Common Stock · Not disclosed shares Expires not disclosed F1 · derivative.exercise_price: Each share of Series 1 Preferred Stock ("Preferred Stock") has a stated value of $1,200, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other recapitalization with respect to the shares of Preferred Stock. The shares of Preferred Stock shall automatically convert into shares of the issuer's common stock upon the date of commercialization of a product pursuant to the collaboration between Intrexon Corporation ("Intrexon") and the issuer, subject to conversion limitations set forth in the Securities Issuance Agreement entered into between the issuer and Intrexon on June 29, 2016 (the "Issuance Agreement"). The conversion price in connection with such automatic conversion shall be determined as set forth in the Amended and Restated Certificate of Designation, Preferences and Rights of Series 1 Preferred Stock, which the issuer has filed as an exhibit to its Amendment to Current Report on Form 8-K/A, dated July 1, 2016. F2 · price: Intrexon received the shares of Preferred Stock as payment-in-kind dividends in connection with its ownership of shares of Preferred Stock. The holders of Preferred Stock are entitled to receive a monthly dividend payable in additional shares of Preferred Stock equal to $12.00 per share of Preferred Stock per month (subject to adjustment), divided by the stated value of $1,200, rounded down to the nearest whole share. F1 · derivative.exercise_date: Each share of Series 1 Preferred Stock ("Preferred Stock") has a stated value of $1,200, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other recapitalization with respect to the shares of Preferred Stock. The shares of Preferred Stock shall automatically convert into shares of the issuer's common stock upon the date of commercialization of a product pursuant to the collaboration between Intrexon Corporation ("Intrexon") and the issuer, subject to conversion limitations set forth in the Securities Issuance Agreement entered into between the issuer and Intrexon on June 29, 2016 (the "Issuance Agreement"). The conversion price in connection with such automatic conversion shall be determined as set forth in the Amended and Restated Certificate of Designation, Preferences and Rights of Series 1 Preferred Stock, which the issuer has filed as an exhibit to its Amendment to Current Report on Form 8-K/A, dated July 1, 2016. F1 · derivative.expiration_date: Each share of Series 1 Preferred Stock ("Preferred Stock") has a stated value of $1,200, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other recapitalization with respect to the shares of Preferred Stock. The shares of Preferred Stock shall automatically convert into shares of the issuer's common stock upon the date of commercialization of a product pursuant to the collaboration between Intrexon Corporation ("Intrexon") and the issuer, subject to conversion limitations set forth in the Securities Issuance Agreement entered into between the issuer and Intrexon on June 29, 2016 (the "Issuance Agreement"). The conversion price in connection with such automatic conversion shall be determined as set forth in the Amended and Restated Certificate of Designation, Preferences and Rights of Series 1 Preferred Stock, which the issuer has filed as an exhibit to its Amendment to Current Report on Form 8-K/A, dated July 1, 2016. F1 · derivative.underlying_shares: Each share of Series 1 Preferred Stock ("Preferred Stock") has a stated value of $1,200, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other recapitalization with respect to the shares of Preferred Stock. The shares of Preferred Stock shall automatically convert into shares of the issuer's common stock upon the date of commercialization of a product pursuant to the collaboration between Intrexon Corporation ("Intrexon") and the issuer, subject to conversion limitations set forth in the Securities Issuance Agreement entered into between the issuer and Intrexon on June 29, 2016 (the "Issuance Agreement"). The conversion price in connection with such automatic conversion shall be determined as set forth in the Amended and Restated Certificate of Designation, Preferences and Rights of Series 1 Preferred Stock, which the issuer has filed as an exhibit to its Amendment to Current Report on Form 8-K/A, dated July 1, 2016. F2 · balance_after: Intrexon received the shares of Preferred Stock as payment-in-kind dividends in connection with its ownership of shares of Preferred Stock. The holders of Preferred Stock are entitled to receive a monthly dividend payable in additional shares of Preferred Stock equal to $12.00 per share of Preferred Stock per month (subject to adjustment), divided by the stated value of $1,200, rounded down to the nearest whole share. F3 · ownership.nature: Randal J. Kirk, directly and through certain affiliates, has voting and dispositive power over a majority of the outstanding capital stock of Intrexon. Mr. Kirk may therefore be deemed to have voting and dispositive power over the shares of the issuer owned by Intrexon. Shares held by Intrexon may be deemed to be indirectly 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. Read SEC document |
| September 30, 2016 Filed Oct 4, 2016 16:52 UTC | Alaunos Therapeutics, Inc. ZIOP · Entity 8339 | OtherSeries 1 Preferred Stock · Derivative | 1,020 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001140361-16-081700 · doc1.xml · derivative · entry 1 KIRK RANDAL J · CIK 0001091823 · Director INTREXON CORP · CIK 0001356090 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · by Intrexon Disclosed balance after: 103,063 Underlying: Common Stock · Not disclosed shares Expires not disclosed F1 · derivative.exercise_price: Each share of Series 1 Preferred Stock ("Preferred Stock") has a stated value of $1,200, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other recapitalization with respect to the shares of Preferred Stock. The shares of Preferred Stock shall automatically convert into shares of the issuer's common stock upon the date of commercialization of a product pursuant to the collaboration between Intrexon Corporation ("Intrexon") and the issuer, subject to conversion limitations set forth in the Securities Issuance Agreement entered into between the issuer and Intrexon on June 29, 2016 (the "Issuance Agreement"). The conversion price in connection with such automatic conversion shall be determined as set forth in the Amended and Restated Certificate of Designation, Preferences and Rights of Series 1 Preferred Stock, which the issuer has filed as an exhibit to its Amendment to Current Report on Form 8-K/A, dated July 1, 2016. F2 · price: Intrexon received the shares of Preferred Stock as payment-in-kind dividends in connection with its ownership of shares of Preferred Stock. The holders of Preferred Stock are entitled to receive a monthly dividend payable in additional shares of Preferred Stock equal to $12.00 per share of Preferred Stock per month (subject to adjustment), divided by the stated value of $1,200, rounded down to the nearest whole share. F1 · derivative.exercise_date: Each share of Series 1 Preferred Stock ("Preferred Stock") has a stated value of $1,200, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other recapitalization with respect to the shares of Preferred Stock. The shares of Preferred Stock shall automatically convert into shares of the issuer's common stock upon the date of commercialization of a product pursuant to the collaboration between Intrexon Corporation ("Intrexon") and the issuer, subject to conversion limitations set forth in the Securities Issuance Agreement entered into between the issuer and Intrexon on June 29, 2016 (the "Issuance Agreement"). The conversion price in connection with such automatic conversion shall be determined as set forth in the Amended and Restated Certificate of Designation, Preferences and Rights of Series 1 Preferred Stock, which the issuer has filed as an exhibit to its Amendment to Current Report on Form 8-K/A, dated July 1, 2016. F1 · derivative.expiration_date: Each share of Series 1 Preferred Stock ("Preferred Stock") has a stated value of $1,200, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other recapitalization with respect to the shares of Preferred Stock. The shares of Preferred Stock shall automatically convert into shares of the issuer's common stock upon the date of commercialization of a product pursuant to the collaboration between Intrexon Corporation ("Intrexon") and the issuer, subject to conversion limitations set forth in the Securities Issuance Agreement entered into between the issuer and Intrexon on June 29, 2016 (the "Issuance Agreement"). The conversion price in connection with such automatic conversion shall be determined as set forth in the Amended and Restated Certificate of Designation, Preferences and Rights of Series 1 Preferred Stock, which the issuer has filed as an exhibit to its Amendment to Current Report on Form 8-K/A, dated July 1, 2016. F1 · derivative.underlying_shares: Each share of Series 1 Preferred Stock ("Preferred Stock") has a stated value of $1,200, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other recapitalization with respect to the shares of Preferred Stock. The shares of Preferred Stock shall automatically convert into shares of the issuer's common stock upon the date of commercialization of a product pursuant to the collaboration between Intrexon Corporation ("Intrexon") and the issuer, subject to conversion limitations set forth in the Securities Issuance Agreement entered into between the issuer and Intrexon on June 29, 2016 (the "Issuance Agreement"). The conversion price in connection with such automatic conversion shall be determined as set forth in the Amended and Restated Certificate of Designation, Preferences and Rights of Series 1 Preferred Stock, which the issuer has filed as an exhibit to its Amendment to Current Report on Form 8-K/A, dated July 1, 2016. F2 · balance_after: Intrexon received the shares of Preferred Stock as payment-in-kind dividends in connection with its ownership of shares of Preferred Stock. The holders of Preferred Stock are entitled to receive a monthly dividend payable in additional shares of Preferred Stock equal to $12.00 per share of Preferred Stock per month (subject to adjustment), divided by the stated value of $1,200, rounded down to the nearest whole share. F3 · ownership.nature: Randal J. Kirk, directly and through certain affiliates, has voting and dispositive power over a majority of the outstanding capital stock of Intrexon. Mr. Kirk may therefore be deemed to have voting and dispositive power over the shares of the issuer owned by Intrexon. Shares held by Intrexon may be deemed to be indirectly 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. Read SEC document |
| September 07, 2016 Filed Sep 9, 2016 16:05 UTC | Fibrocell Science, Inc. FCSC · Entity 153085 | PurchaseWarrant to Purchase Common Stock · Derivative | 2,604,345 | Not disclosed Strike: $1.50 | Not disclosed |
DisclosureSEC source: 0001140361-16-079350 · doc1.xml · derivative · entry 8 KIRK RANDAL J · CIK 0001091823 · 10% owner INTREXON CORP · CIK 0001356090 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · by Intrexon Disclosed balance after: 2,604,345 Underlying: Common Stock · 2,604,345 shares Expires 2021-09-07 F1 · price: The Convertible Promissory Notes bear interest at a rate of 4% per annum with a maturity date of the earlier of (i) September 7, 2026 and (ii) 180 days after the date on which the issuer's product candidate, FCX-007, is approved by the United States Food and Drug Administration. The Notes are convertible at the option of each holder into shares of common stock at a conversion price of $1.13625. In connection with the purchase of the Notes, each holder also received a warrant to purchase one share of the issuer's common stock per one dollar invested at a price per share of $1.50. The Notes and Warrants each contain an ownership limitation requiring the investors to provide 61-days' advance written notice prior to conversion or exercise, respectively. F1 · derivative.exercise_date: The Convertible Promissory Notes bear interest at a rate of 4% per annum with a maturity date of the earlier of (i) September 7, 2026 and (ii) 180 days after the date on which the issuer's product candidate, FCX-007, is approved by the United States Food and Drug Administration. The Notes are convertible at the option of each holder into shares of common stock at a conversion price of $1.13625. In connection with the purchase of the Notes, each holder also received a warrant to purchase one share of the issuer's common stock per one dollar invested at a price per share of $1.50. The Notes and Warrants each contain an ownership limitation requiring the investors to provide 61-days' advance written notice prior to conversion or exercise, respectively. F3 · ownership.nature: Randal J. Kirk, directly and through certain affiliates, has voting and dispositive power over a majority of the outstanding capital stock of Intrexon Corporation ("Intrexon"). Mr. Kirk may therefore be deemed to have voting and dispositive power over the shares of the issuer owned by Intrexon. Shares held by Intrexon may be deemed to be indirectly 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. Read SEC document |
| September 07, 2016 Filed Sep 9, 2016 16:05 UTC | Fibrocell Science, Inc. FCSC · Entity 153085 | PurchaseWarrant to Purchase Common Stock · Derivative | 3,913,979 | Not disclosed Strike: $1.50 | Not disclosed |
DisclosureSEC source: 0001140361-16-079350 · doc1.xml · derivative · entry 7 KIRK RANDAL J · CIK 0001091823 · 10% owner INTREXON CORP · CIK 0001356090 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · by NRM VII Holdings Disclosed balance after: 3,913,979 Underlying: Common Stock · 3,913,979 shares Expires 2021-09-07 F1 · price: The Convertible Promissory Notes bear interest at a rate of 4% per annum with a maturity date of the earlier of (i) September 7, 2026 and (ii) 180 days after the date on which the issuer's product candidate, FCX-007, is approved by the United States Food and Drug Administration. The Notes are convertible at the option of each holder into shares of common stock at a conversion price of $1.13625. In connection with the purchase of the Notes, each holder also received a warrant to purchase one share of the issuer's common stock per one dollar invested at a price per share of $1.50. The Notes and Warrants each contain an ownership limitation requiring the investors to provide 61-days' advance written notice prior to conversion or exercise, respectively. F1 · derivative.exercise_date: The Convertible Promissory Notes bear interest at a rate of 4% per annum with a maturity date of the earlier of (i) September 7, 2026 and (ii) 180 days after the date on which the issuer's product candidate, FCX-007, is approved by the United States Food and Drug Administration. The Notes are convertible at the option of each holder into shares of common stock at a conversion price of $1.13625. In connection with the purchase of the Notes, each holder also received a warrant to purchase one share of the issuer's common stock per one dollar invested at a price per share of $1.50. The Notes and Warrants each contain an ownership limitation requiring the investors to provide 61-days' advance written notice prior to conversion or exercise, respectively. F2 · ownership.nature: Randal J. Kirk controls Kapital Joe, LLC ("Kapital Joe"), Mascara Kaboom, LLC ("Mascara Kaboom") and NRM VII Holdings I, LLC (NRM VII Holdings"). Shares held by these entities may be deemed to be indirectly 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. Read SEC document |
| September 07, 2016 Filed Sep 9, 2016 16:05 UTC | Fibrocell Science, Inc. FCSC · Entity 153085 | PurchaseWarrant to Purchase Common Stock · Derivative | 7,325 | Not disclosed Strike: $1.50 | Not disclosed |
DisclosureSEC source: 0001140361-16-079350 · doc1.xml · derivative · entry 6 KIRK RANDAL J · CIK 0001091823 · 10% owner INTREXON CORP · CIK 0001356090 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · by Mascara Kaboom Disclosed balance after: 7,325 Underlying: Common Stock · 7,325 shares Expires 2021-09-07 F1 · price: The Convertible Promissory Notes bear interest at a rate of 4% per annum with a maturity date of the earlier of (i) September 7, 2026 and (ii) 180 days after the date on which the issuer's product candidate, FCX-007, is approved by the United States Food and Drug Administration. The Notes are convertible at the option of each holder into shares of common stock at a conversion price of $1.13625. In connection with the purchase of the Notes, each holder also received a warrant to purchase one share of the issuer's common stock per one dollar invested at a price per share of $1.50. The Notes and Warrants each contain an ownership limitation requiring the investors to provide 61-days' advance written notice prior to conversion or exercise, respectively. F1 · derivative.exercise_date: The Convertible Promissory Notes bear interest at a rate of 4% per annum with a maturity date of the earlier of (i) September 7, 2026 and (ii) 180 days after the date on which the issuer's product candidate, FCX-007, is approved by the United States Food and Drug Administration. The Notes are convertible at the option of each holder into shares of common stock at a conversion price of $1.13625. In connection with the purchase of the Notes, each holder also received a warrant to purchase one share of the issuer's common stock per one dollar invested at a price per share of $1.50. The Notes and Warrants each contain an ownership limitation requiring the investors to provide 61-days' advance written notice prior to conversion or exercise, respectively. F2 · ownership.nature: Randal J. Kirk controls Kapital Joe, LLC ("Kapital Joe"), Mascara Kaboom, LLC ("Mascara Kaboom") and NRM VII Holdings I, LLC (NRM VII Holdings"). Shares held by these entities may be deemed to be indirectly 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. Read SEC document |
| September 07, 2016 Filed Sep 9, 2016 16:05 UTC | Fibrocell Science, Inc. FCSC · Entity 153085 | PurchaseWarrant to Purchase Common Stock · Derivative | 236,851 | Not disclosed Strike: $1.50 | Not disclosed |
DisclosureSEC source: 0001140361-16-079350 · doc1.xml · derivative · entry 5 KIRK RANDAL J · CIK 0001091823 · 10% owner INTREXON CORP · CIK 0001356090 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · by Kapital Joe Disclosed balance after: 236,851 Underlying: Common Stock · 236,851 shares Expires 2021-09-07 F1 · price: The Convertible Promissory Notes bear interest at a rate of 4% per annum with a maturity date of the earlier of (i) September 7, 2026 and (ii) 180 days after the date on which the issuer's product candidate, FCX-007, is approved by the United States Food and Drug Administration. The Notes are convertible at the option of each holder into shares of common stock at a conversion price of $1.13625. In connection with the purchase of the Notes, each holder also received a warrant to purchase one share of the issuer's common stock per one dollar invested at a price per share of $1.50. The Notes and Warrants each contain an ownership limitation requiring the investors to provide 61-days' advance written notice prior to conversion or exercise, respectively. F1 · derivative.exercise_date: The Convertible Promissory Notes bear interest at a rate of 4% per annum with a maturity date of the earlier of (i) September 7, 2026 and (ii) 180 days after the date on which the issuer's product candidate, FCX-007, is approved by the United States Food and Drug Administration. The Notes are convertible at the option of each holder into shares of common stock at a conversion price of $1.13625. In connection with the purchase of the Notes, each holder also received a warrant to purchase one share of the issuer's common stock per one dollar invested at a price per share of $1.50. The Notes and Warrants each contain an ownership limitation requiring the investors to provide 61-days' advance written notice prior to conversion or exercise, respectively. F2 · ownership.nature: Randal J. Kirk controls Kapital Joe, LLC ("Kapital Joe"), Mascara Kaboom, LLC ("Mascara Kaboom") and NRM VII Holdings I, LLC (NRM VII Holdings"). Shares held by these entities may be deemed to be indirectly 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. Read SEC document |
| September 07, 2016 Filed Sep 9, 2016 16:05 UTC | Fibrocell Science, Inc. FCSC · Entity 153085 | PurchaseConvertible Promissory Note · Derivative | Not disclosed | Not disclosed | $2,604,345.00 |
DisclosureSEC source: 0001140361-16-079350 · doc1.xml · derivative · entry 4 KIRK RANDAL J · CIK 0001091823 · 10% owner INTREXON CORP · CIK 0001356090 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · by Intrexon Disclosed balance after: Not disclosed Underlying: Common Stock · Not disclosed shares Expires not disclosed F1 · derivative.exercise_price: The Convertible Promissory Notes bear interest at a rate of 4% per annum with a maturity date of the earlier of (i) September 7, 2026 and (ii) 180 days after the date on which the issuer's product candidate, FCX-007, is approved by the United States Food and Drug Administration. The Notes are convertible at the option of each holder into shares of common stock at a conversion price of $1.13625. In connection with the purchase of the Notes, each holder also received a warrant to purchase one share of the issuer's common stock per one dollar invested at a price per share of $1.50. The Notes and Warrants each contain an ownership limitation requiring the investors to provide 61-days' advance written notice prior to conversion or exercise, respectively. F1 · price: The Convertible Promissory Notes bear interest at a rate of 4% per annum with a maturity date of the earlier of (i) September 7, 2026 and (ii) 180 days after the date on which the issuer's product candidate, FCX-007, is approved by the United States Food and Drug Administration. The Notes are convertible at the option of each holder into shares of common stock at a conversion price of $1.13625. In connection with the purchase of the Notes, each holder also received a warrant to purchase one share of the issuer's common stock per one dollar invested at a price per share of $1.50. The Notes and Warrants each contain an ownership limitation requiring the investors to provide 61-days' advance written notice prior to conversion or exercise, respectively. F1 · derivative.exercise_date: The Convertible Promissory Notes bear interest at a rate of 4% per annum with a maturity date of the earlier of (i) September 7, 2026 and (ii) 180 days after the date on which the issuer's product candidate, FCX-007, is approved by the United States Food and Drug Administration. The Notes are convertible at the option of each holder into shares of common stock at a conversion price of $1.13625. In connection with the purchase of the Notes, each holder also received a warrant to purchase one share of the issuer's common stock per one dollar invested at a price per share of $1.50. The Notes and Warrants each contain an ownership limitation requiring the investors to provide 61-days' advance written notice prior to conversion or exercise, respectively. F1 · derivative.expiration_date: The Convertible Promissory Notes bear interest at a rate of 4% per annum with a maturity date of the earlier of (i) September 7, 2026 and (ii) 180 days after the date on which the issuer's product candidate, FCX-007, is approved by the United States Food and Drug Administration. The Notes are convertible at the option of each holder into shares of common stock at a conversion price of $1.13625. In connection with the purchase of the Notes, each holder also received a warrant to purchase one share of the issuer's common stock per one dollar invested at a price per share of $1.50. The Notes and Warrants each contain an ownership limitation requiring the investors to provide 61-days' advance written notice prior to conversion or exercise, respectively. F1 · derivative.underlying_shares: The Convertible Promissory Notes bear interest at a rate of 4% per annum with a maturity date of the earlier of (i) September 7, 2026 and (ii) 180 days after the date on which the issuer's product candidate, FCX-007, is approved by the United States Food and Drug Administration. The Notes are convertible at the option of each holder into shares of common stock at a conversion price of $1.13625. In connection with the purchase of the Notes, each holder also received a warrant to purchase one share of the issuer's common stock per one dollar invested at a price per share of $1.50. The Notes and Warrants each contain an ownership limitation requiring the investors to provide 61-days' advance written notice prior to conversion or exercise, respectively. F1 · valueOwnedAfter: The Convertible Promissory Notes bear interest at a rate of 4% per annum with a maturity date of the earlier of (i) September 7, 2026 and (ii) 180 days after the date on which the issuer's product candidate, FCX-007, is approved by the United States Food and Drug Administration. The Notes are convertible at the option of each holder into shares of common stock at a conversion price of $1.13625. In connection with the purchase of the Notes, each holder also received a warrant to purchase one share of the issuer's common stock per one dollar invested at a price per share of $1.50. The Notes and Warrants each contain an ownership limitation requiring the investors to provide 61-days' advance written notice prior to conversion or exercise, respectively. F3 · ownership.nature: Randal J. Kirk, directly and through certain affiliates, has voting and dispositive power over a majority of the outstanding capital stock of Intrexon Corporation ("Intrexon"). Mr. Kirk may therefore be deemed to have voting and dispositive power over the shares of the issuer owned by Intrexon. Shares held by Intrexon may be deemed to be indirectly 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. Read SEC document |
| September 07, 2016 Filed Sep 9, 2016 16:05 UTC | Fibrocell Science, Inc. FCSC · Entity 153085 | PurchaseConvertible Promissory Note · Derivative | Not disclosed | Not disclosed | $3,913,979.00 |
DisclosureSEC source: 0001140361-16-079350 · doc1.xml · derivative · entry 3 KIRK RANDAL J · CIK 0001091823 · 10% owner INTREXON CORP · CIK 0001356090 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · by NRM VII Holdings Disclosed balance after: Not disclosed Underlying: Common Stock · Not disclosed shares Expires not disclosed F1 · derivative.exercise_price: The Convertible Promissory Notes bear interest at a rate of 4% per annum with a maturity date of the earlier of (i) September 7, 2026 and (ii) 180 days after the date on which the issuer's product candidate, FCX-007, is approved by the United States Food and Drug Administration. The Notes are convertible at the option of each holder into shares of common stock at a conversion price of $1.13625. In connection with the purchase of the Notes, each holder also received a warrant to purchase one share of the issuer's common stock per one dollar invested at a price per share of $1.50. The Notes and Warrants each contain an ownership limitation requiring the investors to provide 61-days' advance written notice prior to conversion or exercise, respectively. F1 · price: The Convertible Promissory Notes bear interest at a rate of 4% per annum with a maturity date of the earlier of (i) September 7, 2026 and (ii) 180 days after the date on which the issuer's product candidate, FCX-007, is approved by the United States Food and Drug Administration. The Notes are convertible at the option of each holder into shares of common stock at a conversion price of $1.13625. In connection with the purchase of the Notes, each holder also received a warrant to purchase one share of the issuer's common stock per one dollar invested at a price per share of $1.50. The Notes and Warrants each contain an ownership limitation requiring the investors to provide 61-days' advance written notice prior to conversion or exercise, respectively. F1 · derivative.exercise_date: The Convertible Promissory Notes bear interest at a rate of 4% per annum with a maturity date of the earlier of (i) September 7, 2026 and (ii) 180 days after the date on which the issuer's product candidate, FCX-007, is approved by the United States Food and Drug Administration. The Notes are convertible at the option of each holder into shares of common stock at a conversion price of $1.13625. In connection with the purchase of the Notes, each holder also received a warrant to purchase one share of the issuer's common stock per one dollar invested at a price per share of $1.50. The Notes and Warrants each contain an ownership limitation requiring the investors to provide 61-days' advance written notice prior to conversion or exercise, respectively. F1 · derivative.expiration_date: The Convertible Promissory Notes bear interest at a rate of 4% per annum with a maturity date of the earlier of (i) September 7, 2026 and (ii) 180 days after the date on which the issuer's product candidate, FCX-007, is approved by the United States Food and Drug Administration. The Notes are convertible at the option of each holder into shares of common stock at a conversion price of $1.13625. In connection with the purchase of the Notes, each holder also received a warrant to purchase one share of the issuer's common stock per one dollar invested at a price per share of $1.50. The Notes and Warrants each contain an ownership limitation requiring the investors to provide 61-days' advance written notice prior to conversion or exercise, respectively. F1 · derivative.underlying_shares: The Convertible Promissory Notes bear interest at a rate of 4% per annum with a maturity date of the earlier of (i) September 7, 2026 and (ii) 180 days after the date on which the issuer's product candidate, FCX-007, is approved by the United States Food and Drug Administration. The Notes are convertible at the option of each holder into shares of common stock at a conversion price of $1.13625. In connection with the purchase of the Notes, each holder also received a warrant to purchase one share of the issuer's common stock per one dollar invested at a price per share of $1.50. The Notes and Warrants each contain an ownership limitation requiring the investors to provide 61-days' advance written notice prior to conversion or exercise, respectively. F1 · valueOwnedAfter: The Convertible Promissory Notes bear interest at a rate of 4% per annum with a maturity date of the earlier of (i) September 7, 2026 and (ii) 180 days after the date on which the issuer's product candidate, FCX-007, is approved by the United States Food and Drug Administration. The Notes are convertible at the option of each holder into shares of common stock at a conversion price of $1.13625. In connection with the purchase of the Notes, each holder also received a warrant to purchase one share of the issuer's common stock per one dollar invested at a price per share of $1.50. The Notes and Warrants each contain an ownership limitation requiring the investors to provide 61-days' advance written notice prior to conversion or exercise, respectively. F2 · ownership.nature: Randal J. Kirk controls Kapital Joe, LLC ("Kapital Joe"), Mascara Kaboom, LLC ("Mascara Kaboom") and NRM VII Holdings I, LLC (NRM VII Holdings"). Shares held by these entities may be deemed to be indirectly 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. Read SEC document |
| September 07, 2016 Filed Sep 9, 2016 16:05 UTC | Fibrocell Science, Inc. FCSC · Entity 153085 | PurchaseConvertible Promissory Note · Derivative | Not disclosed | Not disclosed | $7,325.00 |
DisclosureSEC source: 0001140361-16-079350 · doc1.xml · derivative · entry 2 KIRK RANDAL J · CIK 0001091823 · 10% owner INTREXON CORP · CIK 0001356090 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · by Mascara Kaboom Disclosed balance after: Not disclosed Underlying: Common Stock · Not disclosed shares Expires not disclosed F1 · derivative.exercise_price: The Convertible Promissory Notes bear interest at a rate of 4% per annum with a maturity date of the earlier of (i) September 7, 2026 and (ii) 180 days after the date on which the issuer's product candidate, FCX-007, is approved by the United States Food and Drug Administration. The Notes are convertible at the option of each holder into shares of common stock at a conversion price of $1.13625. In connection with the purchase of the Notes, each holder also received a warrant to purchase one share of the issuer's common stock per one dollar invested at a price per share of $1.50. The Notes and Warrants each contain an ownership limitation requiring the investors to provide 61-days' advance written notice prior to conversion or exercise, respectively. F1 · price: The Convertible Promissory Notes bear interest at a rate of 4% per annum with a maturity date of the earlier of (i) September 7, 2026 and (ii) 180 days after the date on which the issuer's product candidate, FCX-007, is approved by the United States Food and Drug Administration. The Notes are convertible at the option of each holder into shares of common stock at a conversion price of $1.13625. In connection with the purchase of the Notes, each holder also received a warrant to purchase one share of the issuer's common stock per one dollar invested at a price per share of $1.50. The Notes and Warrants each contain an ownership limitation requiring the investors to provide 61-days' advance written notice prior to conversion or exercise, respectively. F1 · derivative.exercise_date: The Convertible Promissory Notes bear interest at a rate of 4% per annum with a maturity date of the earlier of (i) September 7, 2026 and (ii) 180 days after the date on which the issuer's product candidate, FCX-007, is approved by the United States Food and Drug Administration. The Notes are convertible at the option of each holder into shares of common stock at a conversion price of $1.13625. In connection with the purchase of the Notes, each holder also received a warrant to purchase one share of the issuer's common stock per one dollar invested at a price per share of $1.50. The Notes and Warrants each contain an ownership limitation requiring the investors to provide 61-days' advance written notice prior to conversion or exercise, respectively. F1 · derivative.expiration_date: The Convertible Promissory Notes bear interest at a rate of 4% per annum with a maturity date of the earlier of (i) September 7, 2026 and (ii) 180 days after the date on which the issuer's product candidate, FCX-007, is approved by the United States Food and Drug Administration. The Notes are convertible at the option of each holder into shares of common stock at a conversion price of $1.13625. In connection with the purchase of the Notes, each holder also received a warrant to purchase one share of the issuer's common stock per one dollar invested at a price per share of $1.50. The Notes and Warrants each contain an ownership limitation requiring the investors to provide 61-days' advance written notice prior to conversion or exercise, respectively. F1 · derivative.underlying_shares: The Convertible Promissory Notes bear interest at a rate of 4% per annum with a maturity date of the earlier of (i) September 7, 2026 and (ii) 180 days after the date on which the issuer's product candidate, FCX-007, is approved by the United States Food and Drug Administration. The Notes are convertible at the option of each holder into shares of common stock at a conversion price of $1.13625. In connection with the purchase of the Notes, each holder also received a warrant to purchase one share of the issuer's common stock per one dollar invested at a price per share of $1.50. The Notes and Warrants each contain an ownership limitation requiring the investors to provide 61-days' advance written notice prior to conversion or exercise, respectively. F1 · valueOwnedAfter: The Convertible Promissory Notes bear interest at a rate of 4% per annum with a maturity date of the earlier of (i) September 7, 2026 and (ii) 180 days after the date on which the issuer's product candidate, FCX-007, is approved by the United States Food and Drug Administration. The Notes are convertible at the option of each holder into shares of common stock at a conversion price of $1.13625. In connection with the purchase of the Notes, each holder also received a warrant to purchase one share of the issuer's common stock per one dollar invested at a price per share of $1.50. The Notes and Warrants each contain an ownership limitation requiring the investors to provide 61-days' advance written notice prior to conversion or exercise, respectively. F2 · ownership.nature: Randal J. Kirk controls Kapital Joe, LLC ("Kapital Joe"), Mascara Kaboom, LLC ("Mascara Kaboom") and NRM VII Holdings I, LLC (NRM VII Holdings"). Shares held by these entities may be deemed to be indirectly 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. Read SEC document |
| September 07, 2016 Filed Sep 9, 2016 16:05 UTC | Fibrocell Science, Inc. FCSC · Entity 153085 | PurchaseConvertible Promissory Note · Derivative | Not disclosed | Not disclosed | $236,851.00 |
DisclosureSEC source: 0001140361-16-079350 · doc1.xml · derivative · entry 1 KIRK RANDAL J · CIK 0001091823 · 10% owner INTREXON CORP · CIK 0001356090 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · by Kapital Joe Disclosed balance after: Not disclosed Underlying: Common Stock · Not disclosed shares Expires not disclosed F1 · derivative.exercise_price: The Convertible Promissory Notes bear interest at a rate of 4% per annum with a maturity date of the earlier of (i) September 7, 2026 and (ii) 180 days after the date on which the issuer's product candidate, FCX-007, is approved by the United States Food and Drug Administration. The Notes are convertible at the option of each holder into shares of common stock at a conversion price of $1.13625. In connection with the purchase of the Notes, each holder also received a warrant to purchase one share of the issuer's common stock per one dollar invested at a price per share of $1.50. The Notes and Warrants each contain an ownership limitation requiring the investors to provide 61-days' advance written notice prior to conversion or exercise, respectively. F1 · price: The Convertible Promissory Notes bear interest at a rate of 4% per annum with a maturity date of the earlier of (i) September 7, 2026 and (ii) 180 days after the date on which the issuer's product candidate, FCX-007, is approved by the United States Food and Drug Administration. The Notes are convertible at the option of each holder into shares of common stock at a conversion price of $1.13625. In connection with the purchase of the Notes, each holder also received a warrant to purchase one share of the issuer's common stock per one dollar invested at a price per share of $1.50. The Notes and Warrants each contain an ownership limitation requiring the investors to provide 61-days' advance written notice prior to conversion or exercise, respectively. F1 · derivative.exercise_date: The Convertible Promissory Notes bear interest at a rate of 4% per annum with a maturity date of the earlier of (i) September 7, 2026 and (ii) 180 days after the date on which the issuer's product candidate, FCX-007, is approved by the United States Food and Drug Administration. The Notes are convertible at the option of each holder into shares of common stock at a conversion price of $1.13625. In connection with the purchase of the Notes, each holder also received a warrant to purchase one share of the issuer's common stock per one dollar invested at a price per share of $1.50. The Notes and Warrants each contain an ownership limitation requiring the investors to provide 61-days' advance written notice prior to conversion or exercise, respectively. F1 · derivative.expiration_date: The Convertible Promissory Notes bear interest at a rate of 4% per annum with a maturity date of the earlier of (i) September 7, 2026 and (ii) 180 days after the date on which the issuer's product candidate, FCX-007, is approved by the United States Food and Drug Administration. The Notes are convertible at the option of each holder into shares of common stock at a conversion price of $1.13625. In connection with the purchase of the Notes, each holder also received a warrant to purchase one share of the issuer's common stock per one dollar invested at a price per share of $1.50. The Notes and Warrants each contain an ownership limitation requiring the investors to provide 61-days' advance written notice prior to conversion or exercise, respectively. F1 · derivative.underlying_shares: The Convertible Promissory Notes bear interest at a rate of 4% per annum with a maturity date of the earlier of (i) September 7, 2026 and (ii) 180 days after the date on which the issuer's product candidate, FCX-007, is approved by the United States Food and Drug Administration. The Notes are convertible at the option of each holder into shares of common stock at a conversion price of $1.13625. In connection with the purchase of the Notes, each holder also received a warrant to purchase one share of the issuer's common stock per one dollar invested at a price per share of $1.50. The Notes and Warrants each contain an ownership limitation requiring the investors to provide 61-days' advance written notice prior to conversion or exercise, respectively. F1 · valueOwnedAfter: The Convertible Promissory Notes bear interest at a rate of 4% per annum with a maturity date of the earlier of (i) September 7, 2026 and (ii) 180 days after the date on which the issuer's product candidate, FCX-007, is approved by the United States Food and Drug Administration. The Notes are convertible at the option of each holder into shares of common stock at a conversion price of $1.13625. In connection with the purchase of the Notes, each holder also received a warrant to purchase one share of the issuer's common stock per one dollar invested at a price per share of $1.50. The Notes and Warrants each contain an ownership limitation requiring the investors to provide 61-days' advance written notice prior to conversion or exercise, respectively. F2 · ownership.nature: Randal J. Kirk controls Kapital Joe, LLC ("Kapital Joe"), Mascara Kaboom, LLC ("Mascara Kaboom") and NRM VII Holdings I, LLC (NRM VII Holdings"). Shares held by these entities may be deemed to be indirectly 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. Read SEC document |
Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.