As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 1/20/17  Kirk Randal J                     SC 13D                 2:142K AquaBounty Technologies, Inc.     Summit Fin’l Printing
          Intrexon Corp
          Third Security, LLC

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      Randal J. Kirk SC 13D 1-18-2017 (Aquabounty         HTML     68K 
                          Technologies, Inc.)                                    
 2: EX-3        Articles of Incorporation/Organization or By-Laws   HTML      8K 

The class of equity securities to which this Statement on Schedule 13D (the “Statement”), relates is the common stock, par value $0.001 per share (the “Common Stock”), of AquaBounty Technologies, Inc., a Delaware corporation (the “Company”), whose principal executive offices are located at 2 Mill and Main Place, Suite 395, Maynard, Massachusetts 01754.

 

 

This Statement is being filed on behalf of Mr. Randal J. Kirk (“Mr. Kirk”), Intrexon Corporation, a Virginia corporation that is controlled by Mr. Kirk (“Intrexon”), and Third Security, LLC, a Virginia limited liability company that is managed by Mr. Kirk (“Third Security” and, together with Mr. Kirk and Intrexon, the “Reporting Persons”).

 

 

On December 29, 2016, Intrexon announced a special stock dividend of Common Stock to all Intrexon shareholders of record as of January 9, 2017 (the “Record Date”).  The distribution of the special stock dividend (the “Distribution”) occurred on January 18, 2017 (the “Distribution Date”) by way of a pro rata dividend on shares of Intrexon common stock outstanding at the close of business on the Record Date for no consideration.

 

The information set forth in Item 3 is incorporated herein by reference.

 

On December 29, 2016, Intrexon announced a special stock dividend of 53,296,710 shares of Common Stock (1,776,557 on a post-split basis) to all Intrexon shareholders of record as of the Record Date.  The Distribution was made on January 18, 2017 and occurred by way of a pro rata dividend on shares of Intrexon common stock outstanding at the close of business on the Record Date.  On the Distribution Date, each of Intrexon’s shareholders who held shares on the Record Date received approximately 0.014968 shares of Common Stock for every share of Intrexon’s common stock held by the shareholder.  The number of shares of Common Stock that each Intrexon shareholder of record received was calculated by dividing the total number of shares of Common Stock that were distributed by the total number of shares of Intrexon common stock outstanding at the close of business on the Record Date, multiplied by the total number of shares of Intrexon common stock the Intrexon shareholder held at the close of business on the Record Date.  The shares of Common Stock were issued to non-affiliates in book-entry form only and fractional shares were not issued in the Distribution. Shareholders instead received an amount in cash for such fractional interest.

 

On November 7, 2016, Intrexon entered into a Stock Purchase Agreement (the “Purchase Agreement”), pursuant to which Intrexon agreed to purchase 72,632,190 shares of Common Stock at a price per share of $0.3442 for an aggregate purchase price of $24,999,999.80 (the “Purchase”).  This Purchase was subject to customary closing conditions and appropriate adjustment to the number of shares and purchase price per share in the event of any stock dividend, stock split, combination or other similar recapitalization prior to closing on the Distribution Date.  On the Distribution Date and pursuant to the terms of the Purchase Agreement, Intrexon purchased 2,421,073 shares of Common Stock at a price per share of $10.326, which is reflective of the 1:30 reverse stock split effected by the Company on January 5, 2017.  The terms of the Stock Purchase Agreement are set forth in the Stock Purchase Agreement included as Exhibit 1.

 

The Reporting Persons reserve the right to, and may in the future choose to, change their purpose with respect to the investment and take such actions as they deem appropriate in light of the circumstances including, without limitation, to dispose of, in the open market, in a privately negotiated transaction, by transfer, by exchange or by gift, all or a portion of the shares of Common Stock or other securities of the Company that they now own or may hereafter acquire.  Any decision of the Reporting Persons to increase their holdings in Common Stock or securities convertible into Common Stock, will depend, however, on numerous factors including, without limitation, the price of shares of Common Stock, the terms and conditions related to their purchase and sale, the prospects and profitability of the Company, other business and investment alternatives of the Reporting Persons, tax considerations and general economic and market conditions.  At any time, the Reporting Persons, or any of them, may determine to dispose of some or all of their holdings of Common Stock depending on those and other considerations.

 

At the date of this Statement, other than as disclosed herein, none of the Reporting Persons have present plans or proposals which would result in: