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As Of Filer Filing For·On·As Docs:Size Issuer Agent 3/20/15 Kirk Randal J SC 13D 2:168K AmpliPhi Biosciences Corp Broadridge Fin’l So… Inc Intrexon Corp NRM VII Holdings I, LLC Third Security, LLC |
Document/Exhibit Description Pages Size 1: SC 13D Randal J Kirk SC 13D 3-16-2015 (Ampliphi HTML 86K Biosciences Corp) 2: EX-4 Instrument Defining the Rights of Security Holders HTML 8K
AMPLIPHI BIOSCIENCES CORPORATION
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(Name of Issuer)
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Common Stock, par value $0.01 per share
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(Title of Class of Securities)
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(CUSIP Number)
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Third Security, LLC
1881 Grove Avenue
Attention: Marcus E. Smith, Esq.
(540) 633-7900
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications) |
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Copy to:
Intrexon Corporation
Attention: Legal
20374 Seneca Meadows Parkway
(301) 556-9809
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(Date of Event which Requires Filing of this Statement)
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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46,785,712
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8
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SHARED VOTING POWER
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37,939,392
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9
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SOLE DISPOSITIVE POWER
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46,785,712
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10
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SHARED DISPOSITIVE POWER
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37,939,392
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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84,725,104
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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23.7%
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14
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TYPE OF REPORTING PERSON
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IN
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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THIRD SECURITY, LLC
I.R.S. IDENTIFICATION NO.: 54-1923091
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Virginia
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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46,785,712
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8
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SHARED VOTING POWER
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0
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9
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SOLE DISPOSITIVE POWER
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46,785,712
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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46,785,712
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|||
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||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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13.1%
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14
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TYPE OF REPORTING PERSON
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OO – limited liability company
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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NRM VII HOLDINGS I, LLC
I.R.S. IDENTIFICATION NO.: 27-1471440
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Virginia
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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46,785,712
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8
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SHARED VOTING POWER
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0
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9
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SOLE DISPOSITIVE POWER
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46,785,712
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|||
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10
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SHARED DISPOSITIVE POWER
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0
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|||
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||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
46,785,712
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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|
☐
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||||
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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13.1 %
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14
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TYPE OF REPORTING PERSON
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OO – limited liability company
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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INTREXON CORPORATION
I.R.S. IDENTIFICATION NO.: 26-0084895
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
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|
||||
3
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SEC USE ONLY
|
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|||
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||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
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|
||
WC
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|||
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||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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|
☐
|
||
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||||
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||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Virginia
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
37,939,392
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
37,939,392
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
37,939,392
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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10.6%
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14
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TYPE OF REPORTING PERSON
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CO
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Reporting Person
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Amount of Common Stock
Beneficially
Owned(1)
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Percent
of Class
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Sole Power
to Vote or
Direct
the Vote(1)
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Shared Power to
Vote or Direct
the Vote
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Sole Power to
Dispose or to
Direct the
Disposition(1)
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Shared Power to
Dispose or to
Direct the
Disposition
|
||||||||||||||||||
84,725,104
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23.7%
|
|
46,785,712
|
37,939,392
|
46,785,712
|
37,939,392
|
||||||||||||||||||
Third Security, LLC
|
46,785,712
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13.1%
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46,785,712
|
--
|
46,785,712
|
--
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NRM VII Holdings I, LLC
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46,785,712
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13.1%
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46,785,712
|
--
|
46,785,712
|
--
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Intrexon Corporation
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37,939,392
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10.6%
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—
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37,939,392
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—
|
37,939,392
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(1) | Assumes the full conversion of 21,428,570 shares of Series B Preferred into Common Stock and the exercise of 5,357,142 Series B Warrants held by NRM VII Holdings. |
Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
Exhibit 1 | Subscription Agreement by and between the Company and Intrexon dated as of March 16, 2015 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, dated March 16, 2015 and filed March 19, 2015, and incorporated herein by reference) |
Exhibit 2 | Form of Warrant issued by the Company to certain investors, including Intrexon (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, dated March 16, 2015 and filed March 19, 2015, and incorporated herein by reference) |
Exhibit 3 | Registration Rights Agreement by and between the Company and Intrexon dated March 16, 2015 (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K, dated March 16, 2015 and filed March 19, 2015, and incorporated herein by reference) |
Exhibit 4 | Joint Filing Agreement, dated as of March 20, 2015, by and among Mr. Kirk, Third Security, NRM VII Holdings and Intrexon |
/s/ Randal J. Kirk
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THIRD SECURITY, LLC
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By:
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/s/ Randal J. Kirk
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Manager
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NRM VII HOLDINGS I, LLC
|
||
By:
|
/s/ Randal J. Kirk
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Manager
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||
INTREXON CORPORATION
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||
By:
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/s/ Randal J. Kirk
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Chief Executive Officer
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Exhibit 1 | Subscription Agreement by and between the Company and Intrexon dated as of March 16, 2015 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, dated March 16, 2015 and filed March 19, 2015, and incorporated herein by reference) |
Exhibit 2 | Form of Warrant issued by the Company to certain investors, including Intrexon (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, dated March 16, 2015 and filed March 19, 2015, and incorporated herein by reference) |
Exhibit 3 | Registration Rights Agreement by and between the Company and Intrexon dated March 16, 2015 (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K, dated March 16, 2015 and filed March 19, 2015, and incorporated herein by reference) |
Exhibit 4 | Joint Filing Agreement, dated as of March 20, 2015, by and among Mr. Kirk, Third Security, NRM VII Holdings and Intrexon |
This ‘SC 13D’ Filing | Date | Other Filings | ||
---|---|---|---|---|
4/16/15 | 8-K, S-1, S-8 | |||
Filed on: | 3/20/15 | |||
3/19/15 | 8-K | |||
3/16/15 | 4, 8-K | |||
1/5/15 | 4, 424B3, SC 13D/A | |||
10/20/14 | ||||
List all Filings |