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

 4/07/14  Kirk Randal J                     SC 13D                 2:225K Intrexon Corp                     Summit Fin’l Printing
          Kapital Joe, LLC
          Mascara Kaboom, LLC
          New River Management V, LP
          NRM VI Holdings I, LLC
          Third Security, LLC

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      Randal J Kirk SC 13D 3-27-2014 (Intrexon Corp)      HTML     89K 
 2: EX-3        Articles of Incorporation/Organization or By-Laws   HTML     12K 

This Statement is being filed on behalf of Mr. Randal J. Kirk (“Mr. Kirk”), Third Security, LLC, a Virginia limited liability company that is controlled by Mr. Kirk (“Third Security”) Kapital Joe, LLC, a Virginia limited liability company that is managed by Third Security (“Kapital Joe”), Mascara Kaboom, LLC, a Virginia limited liability company that is managed by Third Security (“Mascara Kaboom”), New River Management V, LP (“NRM V”), a Delaware limited partnership that is managed by an affiliate that is managed by Third Security, and NRM VI Holdings I, LLC, a Delaware limited liability company that is managed by an affiliate that is managed by Third Security (“NRM VI Holdings” and, together with Mr. Kirk, Third Security, Kapital Joe, Mascara Kaboom and NRM V, the “Reporting Persons”).

On March 26, 2014, the Company entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) with NRM VII Holdings I, LLC (“NRM VII Holdings”), pursuant to which the Company issued to NRM VII Holdings in a private placement 243,001 shares of Common Stock of the Company, at a purchase price of $25.72 per share, or an aggregate of $6,250,000 in cash.  In connection therewith, NRM VII Holdings also purchased a 12.5% ownership interest in Intrexon Energy Partners, LLC, a joint venture between the Company and certain accredited investors for an additional $6,250,000 in cash.

The foregoing references to and description of the Purchase Agreement are not purported 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 1 hereto, and is incorporated by reference to this Item 3.

 

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

 

NRM VII Holdings acquired shares for investment purposes. The Reporting Persons may, from time to time, depending upon market conditions and other factors deemed relevant by the Reporting Persons, acquire shares of Common Stock of the Company, outside of those contemplated by the Purchase Agreement. 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 which they now own or may hereafter acquire.  Any decision of the Reporting Persons to increase their holdings in 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, each of the Reporting Persons have no present plans or proposals which would result in:

 

The Reporting Persons’ response to Item 4 is incorporated herein by reference.

 

Any investor who purchased at least $10.0 million of Common Stock in the private placement described in Item 3 above will have the right to require the Company to register such shares of Common Stock on a registration statement on Form S-3, if available for use.

 

There are certain registration rights described in the Eighth Amended and Restated Investors’ Rights Agreement, dated March 1, 2013 (the “IRA”), with respect to the securities issued in private placements prior to the Company’s initial public offering, of which NRM V, NRM VI Holdings, Kapital Joe, Mascara Kaboom and other affiliates of Mr. Kirk are a party.  Beginning on the 180th day after the effective date of the registration statement with respect to the Company’s initial public offering, subject to specified limitations set forth in the IRA, at any time the holders of at least 75 percent of the then-outstanding registrable securities, as defined in the IRA, acting together, may demand in writing that the Company register their registrable securities under the Securities Act. The Reporting Persons and affiliates thereof are holders of at least 75 percent of the currently outstanding registrable securities, as defined in the IRA.  The Company is not obligated to file a registration statement pursuant to this demand provision on more than two occasions, subject to specified exceptions. In addition, at any time after the Company becomes eligible to file a registration statement on Form S-3, subject to specified limitations, the holders of registrable securities may demand in writing that the Company register on Form S-3 the registrable securities held by them so long as the total amount of registrable securities being registered has an aggregate offering price of at least $500,000.  The Company is not obligated to file a Form S-3 pursuant to this provision within 12 months of the effective date of any other Form S-3 registration statement that the Company may file.

 

If the Company proposes to file a registration statement to register any of its securities under the Securities Act for its own account, other than pursuant to a Form S-4 or Form S-8, the holders of the Company’s registrable securities are entitled to notice of registration and, subject to specified exceptions, the Company will be required to register the registrable securities then held by them that they request that the Company register.

 

Pursuant to the IRA, the Company is required to pay all registration expenses, excluding any underwriting discounts and commissions related to any demand or incidental registration. The IRA contains customary cross-indemnification provisions, pursuant to which the Company is obligated to indemnify the selling shareholders in the event of material misstatements or omissions in the registration statement attributable to the Company, and the selling shareholders are obligated to indemnify the Company for material misstatements or omissions in the registration statement attributable to them.

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.