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

 3/07/14  Kirk Randal J                     SC 13D/A               1:219K Transgenomic Inc                  Summit Fin’l Printing
          Third Security Incentive 2010 LLC
          Third Security Senior Staff 2008 LLC
          Third Security Staff 2010 LLC
          Third Security Staff 2014 LLC
          Third Security, LLC

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Randal J Kirk SC 13D A No 3 3-5-2014                HTML     96K 
                          (Transgenomic, Inc)                                    

This Amendment No. 3 (this “Amendment”) amends and supplements the Statement on Schedule 13D, dated December 29, 2010 and filed on January 11, 2011, as amended by Amendment No. 1 dated February 3, 2012 and filed on February 7, 2012, as amended by Amendment No. 2 dated January 25, 2013 and filed on January 31, 2013 (the “Original Schedule 13D”), relating to the Common Stock, par value $0.01 per share (the “Common Stock”), of Transgenomic, Inc., a Delaware corporation (the “Company”).  Mr. Randal J. Kirk (“Mr. Kirk”), Third Security Senior Staff 2008 LLC (“Senior Staff”), a Virginia limited liability company that is managed by Third Security, LLC (“Third Security”), a Virginia limited liability company controlled by Mr. Kirk, Third Security Incentive 2010 LLC (“Incentive”), a Virginia limited liability company that is managed by Third Security, and Third Security Staff 2014 LLC (“Staff 2014” and, together with Senior Staff and Incentive, the “Investors” and, the Investors together with Mr. Kirk, Third Security and Third Security Staff 2010 LLC (“Staff 2010”), a Virginia limited liability company that is managed by Third Security, the “Reporting Persons”) are filing this Amendment to disclose the acquisition by the Investors of an aggregate of 1,443,297 shares of Series B Convertible Preferred Stock in a private placement transaction on March 5, 2014.

 

Except as set forth below, there are no changes to the information set forth in the Original Schedule 13D.

 

 

Item 3 of the Original Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

On March 5, 2014, the Company entered into a Series B Convertible Preferred Stock Purchase Agreement (the “Purchase Agreement”) with the Investors, pursuant to which the Company, in a private placement, sold and issued to the Investors an aggregate of 1,443,297 shares of the Company’s Series B Convertible Preferred Stock, par value $0.01 per share (the “Series B Preferred Stock”), at a price per share of $4.85 for an aggregate purchase price of approximately $7,000,000 (the “Private Placement”).  Each share of Series B Preferred Stock is initially convertible into shares of the Company’s common stock, par value $0.01 per share, at a rate of 1-for-1, which conversion rate is subject to further adjustment as set forth in the Certificate of Designation of Series B Convertible Preferred Stock (filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K/A, dated March 5, 2014 and filed on March 6, 2014).

The foregoing references to and description of the Purchase Agreement do not purport to be complete and are subject to, and are qualified in their entirety by reference to, the full text of the Purchase Agreement, which is included as Exhibit 17 hereto and is incorporated by reference to this Item 3.

 

Item 4 of the Original Schedule 13D is hereby amended and supplemented in its entirety as follows:

The information set forth in Items 3 and 6 is incorporated herein by reference.

The Reporting Persons acquired any and all Company securities for investment purposes.

 

Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:

 

The information contained on the cover pages to this Statement and the information set forth or incorporated in Items 2, 3, 4 and 6 is incorporated herein by reference.

 

Mr. Kirk could be deemed to have indirect beneficial ownership of the shares of Common Stock directly beneficially owned by the Investors and Staff 2010 and set forth in the table above.

 

Item 6 of the Original Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

Registration Rights Agreement

The following is a summary of certain terms and conditions of the Registration Rights Agreement which is attached hereto as Exhibit 18.

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.