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As Of Filer Filing For·On·As Docs:Size Issuer Agent 6/02/16 Kirk Randal J SC 13D/A 2:196K 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/A Randal J. Kirk Sc 13Da No 2 5-31-2016 (Intrexon HTML 83K Corporation) 2: EX-99.3 Exhibit 3 HTML 10K
INTREXON CORPORATION
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(Name of Issuer)
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Common Stock
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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:
John Owen Gwathmey, Esq.
David I. Meyers, Esq.
Troutman Sanders LLP
Troutman Sanders Building
1001 Haxall Point
(804) 697-1239
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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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|||
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||||
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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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||||
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||||
3
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SEC USE ONLY
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|||
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||||
4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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PF
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|||
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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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||||
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||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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|||
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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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61,877,273
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|
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|||
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||||
8
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SHARED VOTING POWER
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||
0
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|
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|||
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||||
9
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SOLE DISPOSITIVE POWER
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|
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61,877,273
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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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|||
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||||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
61,877,273
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|
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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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||
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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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52.3%
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|||
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||||
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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|||
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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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|||
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||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
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SEC USE ONLY
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|
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||
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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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||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
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Virginia
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|
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|||
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||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
56,497,454
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
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SOLE DISPOSITIVE POWER
|
|
|
||
56,497,454
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
56,497,454
|
|
|
|||
|
|
||||
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)
|
|
|
||
47.8%
|
|
|
|||
|
|
||||
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO – limited liability company
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|||
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1
|
NAMES OF REPORTING PERSONS
|
|
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||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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|||
NEW RIVER MANAGEMENT V, LP
I.R.S. IDENTIFICATION NO.: 56-2652938
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|||
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||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
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|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
WC
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Virginia
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
22,636,052
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
22,636,052
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
22,636,052
|
|
|
|||
|
|
||||
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)
|
|
|
||
19.1%
|
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|
|||
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|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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||
PN
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|||
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1
|
NAMES OF REPORTING PERSONS
|
|
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||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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|
|||
NRM VI HOLDINGS I, LLC
I.R.S. IDENTIFICATION NO.: 27-1471440
|
|
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|||
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|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
WC
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Virginia
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
13,340,645
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
13,340,645
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
13,340,645
|
|
|
|||
|
|
||||
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)
|
|
|
||
11.3%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO – limited liability company
|
|
|
|||
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
KAPITAL JOE, LLC
I.R.S. IDENTIFICATION NO.: 45-2595931
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
WC
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Virginia
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
6,649,997
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
6,649,997
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
6,649,997
|
|
|
|||
|
|
||||
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)
|
|
|
||
5.6%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO – limited liability company
|
|
|
|||
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
MASCARA KABOOM, LLC
I.R.S. IDENTIFICATION NO.: 46-1263883
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
WC
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Virginia
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
5,483,957
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
5,483,957
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
5,483,957
|
|
|
|||
|
|
||||
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)
|
|
|
||
4.6%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO – limited liability company
|
|
|
|||
|
|
Reporting Person
|
Amount of Common Stock Beneficially Owned
|
Percent of Class
|
Sole Power to Vote or Direct the Vote
|
Shared Power to Vote or Direct the Vote
|
Sole Power to Dispose or to Direct the Disposition
|
Shared Power to Dispose or to Direct the Disposition
|
||||||||||||
61,877,273
|
52.3%
|
|
61,877,273
|
--
|
61,877,273
|
--
|
||||||||||||
Third Security, LLC
|
56,497,454
|
47.8%
|
|
56,497,454
|
--
|
56,497,454
|
--
|
|||||||||||
New River Management V, LP
|
22,636,052
|
19.1%
|
22,636,052
|
--
|
22,636,052
|
--
|
||||||||||||
NRM VI Holdings I, LLC
|
13,340,645
|
11.3%
|
|
13,340,645
|
--
|
13,340,645
|
--
|
|||||||||||
Kapital Joe, LLC
|
6,649,997
|
5.6%
|
|
6,649,997
|
--
|
6,649,997
|
--
|
|||||||||||
Mascara Kaboom, LLC
|
5,483,957
|
4.6%
|
|
5,483,957
|
--
|
5,483,957
|
--
|
Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
Exhibit 1 | Services Agreement, dated as of November 1, 2015, by and among Third Security, LLC and Intrexon Corporation (filed as Exhibit 10.1 to the Current Report on Form 8-K/A dated October 30, 2015 and filed on November 3, 2015, and incorporated herein by reference). |
Exhibit 2 | Restricted Stock Unit Agreement, dated as of November 1, 2015, by and among Randal J. Kirk and Intrexon Corporation (filed as Exhibit 10.2 to the Current Report on Form 8-K/A dated October 30, 2015 and filed on November 3, 2015, and incorporated herein by reference). |
Exhibit 3 | Joint Filing Agreement, dated as of June 2, 2016, by and among Randal J. Kirk, Third Security, LLC, Kapital Joe, LLC, Mascara Kaboom, LLC, New River Management V, LP and NRM VI Holdings I, LLC. |
/s/ Randal J. Kirk
|
||
THIRD SECURITY, LLC
|
||
By:
|
/s/ Randal J. Kirk
|
|
Manager
|
||
KAPITAL JOE, LLC
|
||
By:
|
/s/ Randal J. Kirk
|
|
Manager
|
||
MASCARA KABOOM, LLC
|
||
By:
|
/s/ Randal J. Kirk
|
|
Manager
|
||
NEW RIVER MANAGEMENT V, LP
|
||
By:
|
/s/ Randal J. Kirk
|
|
Manager
|
||
NRM VI HOLDINGS I, LLC
|
||
By:
|
/s/ Randal J. Kirk
|
|
Manager
|
Exhibit 1 | Services Agreement, dated as of November 1, 2015, by and among Third Security, LLC and Intrexon Corporation (filed as Exhibit 10.1 to the Current Report on Form 8-K/A dated October 30, 2015 and filed on November 3, 2015, and incorporated herein by reference). |
Exhibit 2 | Restricted Stock Unit Agreement, dated as of November 1, 2015, by and among Randal J. Kirk and Intrexon Corporation (filed as Exhibit 10.2 to the Current Report on Form 8-K/A dated October 30, 2015 and filed on November 3, 2015, and incorporated herein by reference). |
Exhibit 3 | Joint Filing Agreement, dated as of June 2, 2016, by and among Randal J. Kirk, Third Security, LLC, Kapital Joe, LLC, Mascara Kaboom, LLC, New River Management V, LP and NRM VI Holdings I, LLC. |
This ‘SC 13D/A’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 6/2/16 | 4, SC 13D/A | ||
5/31/16 | 4 | |||
5/13/16 | 4 | |||
5/10/16 | 10-Q, 8-K | |||
4/30/16 | ||||
4/29/16 | 4, DEF 14A, DEFA14A | |||
3/31/16 | 10-Q, 4 | |||
11/3/15 | 8-K/A | |||
11/1/15 | ||||
10/30/15 | 8-K, 8-K/A | |||
1/5/15 | 4, SC 13D/A | |||
12/31/14 | 10-K, 4 | |||
4/7/14 | SC 13D | |||
3/27/14 | 4, 8-K | |||
5/31/06 | ||||
List all Filings |