Sec Form 13D Filing - KIRK RANDAL J filing for PRECIGEN INC. (PGEN) - 2020-08-13

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC  20549

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SCHEDULE 13D

(Amendment No. 13)*

Under the Securities Exchange Act of 1934

 

NOTE:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See §240.13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

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1	NAMES OF REPORTING PERSONS
	RANDAL J. KIRK
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			84,000,000
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			84,000,000
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	84,000,000
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)
	48.7%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

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1	NAMES OF REPORTING PERSONS
	R.J. KIRK DECLARATION OF TRUST 31-6661283
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			13,495,622
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			13,495,622
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	13,495,622
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)
	7.8%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO - trust

1	NAMES OF REPORTING PERSONS			0;
	SUNSET 2020 LLC I.R.S. IDENTIFICATION NO.: 84-4795218
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
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			16,406,828
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			16,406,828
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	16,406,828
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)
	9.5%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO – limited liability company

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1	NAMES OF REPORTING PERSONS
	THIRD SECURITY, LLC I.R.S. IDENTIFICATION NO.: 54-1923091
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
			52,731,543
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			52,731,543
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	52,731,543
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)
	30.6%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO – limited liability company

1	NAMES OF REPORTING PERSONS
	NRM VI HOLDINGS I, LLC I.R.S. IDENTIFICATION NO.: 27-1471440
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)
	7.7%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO – limited liability company

CUSIP No. 46122T102

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1	NAMES OF REPORTING PERSONS
	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
			14,140,139
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			14,140,139
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	14,140,139
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)
	8.2%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO – limited liability company

 

CUSIP No. 46122T102

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This Amendment No. 13 (the “Amendment”) amends and supplements the Statement on Schedule 13D, dated March 27, 2014 and filed on April 7, 2014, as amended by Amendment No. 1 dated December 31, 2014 and filed on January 5, 2015, by Amendment No. 2 dated May 31, 2016 and filed  June 2, 2016, by Amendment No. 3 dated July 24, 2017 and filed July 26, 2017, by Amendment No. 4 dated October 16, 2017 and filed October 23, 2017, by Amendment No. 5 dated December 29, 2017 and filed on January 2, 2018, by Amendment No. 6 dated January 19, 2018 and filed January 22, 2018, by Amendment No. 7 dated July 3, 2018 and filed July 6, 2018, by Amendment No. 8 dated May 13, 2019 and filed May 15, 2019, by Amendment No. 9 dated May 24, 2019 and filed on May 24, 2019, by Amendment No. 10 dated June 6, 2019 and filed on June 10, 2019, by Amendment No. 11 dated January 1, 2020 and filed on January 6, 2020, and by Amendment No. 12 dated January 31, 2020 and filed on February 4, 2020 (the “Original Schedule 13D”), relating to the Common Stock, no par value per share (the “Common Stock”), of Precigen, Inc., formerly known as Intrexon Corporation, a Virginia corporation (the “Company”).  Mr. Randal J. Kirk (“Mr. Kirk”), the R.J. Kirk Declaration of Trust, a revocable trust established by Mr. Kirk (“RJ DOT”), 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”), Sunset 2020 LLC, a Delaware limited liability company that is managed by Mr. Kirk (“Sunset 2020”), 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, the RJ DOT, Third Security,  Kapital Joe and Sunset 2020, the “Reporting Persons”) are filing this Amendment to disclose the purchase by entities under the common control of Mr. Kirk of 1,209,384 shares of Common Stock, in open market transactions on August 11, 2020 and August 12, 2020 (the “Purchased Shares”).

 

 

Item 3 of the Original Schedule 13D is hereby amended and supplemented as follows:

 

The following Reporting Persons, entities managed by Third Security, or entities for which a Reporting Person is trustee (hereinafter collectively referred to as the “Purchasing Entities”), each utilized its working capital to purchase 1,209,384 shares, in open market transactions on August 11, 2020 and August 12, 2020, for an aggregate purchase price of approximately $5,346,550.

 

On August 11, 2020, the Purchasing Entities entered into a purchase agreement setting forth the allocation of the Purchased Shares, which allocation is set forth in the table above. Shares purchased pursuant to the purchase agreement were allocated to each purchasing entity at the same price per share.

 

 

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

 

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

 

The shares disclosed herein were acquired by the Purchasing Entities for investment purposes.

 

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

 

Items 5(a) and (b) of the Original Schedule 13D are hereby amended and restated to read in their entirety as follows:

 

(a) and (b)         See items 11 and 13 of the cover pages to this Statement for the aggregate number of shares and percentage of issued and outstanding shares of Common Stock of the Company owned by the Reporting Persons. The percentage ownership is calculated based on 172,311,228 shares of Common Stock issued and outstanding as of July 31, 2020 as disclosed in the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2020 and filed on August 10, 2020.

 

 

Mr. Kirk could be deemed to have indirect beneficial ownership of the shares of Common Stock directly beneficially owned by the RJ DOT, Third Security, Sunset 2020, Kapital Joe, and NRM VI Holdings.  Mr. Kirk controls Third Security, which is the manager of Kapital Joe and which manages the manager of NRM VI Holdings.  Mr. Kirk also controls Sunset 2020.

 

(c)     Except as disclosed herein, none of the Reporting Persons have engaged in any transactions in the Company’s Common Stock in the past 60 days.

 

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Item 6 of the Original Schedule 13D is hereby amended and supplemented to include the responses in Item 4 above.

 

 

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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.