Sec Form 4 Filing - KIRK RANDAL J @ ORAGENICS INC - 2015-12-01

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
KIRK RANDAL J
2. Issuer Name and Ticker or Trading Symbol
ORAGENICS INC [ OGEN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O THIRD SECURITY, LLC, 1881 GROVE AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
12/01/2015
(Street)
RADFORD, VA24141
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/01/2015 C 3,381,004 A $ 1.5 ( 1 ) 12,219,670 I by Intrexon ( 2 )
Common Stock 1,000,555 I by NRM VII Holdings ( 3 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Convertible Promissory Note $ 1.5 ( 1 ) 12/01/2015 C 12/01/2015( 1 ) ( 1 ) Common Stock 3,381,004 ( 1 ) 0 I by Intrexon ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
KIRK RANDAL J
C/O THIRD SECURITY, LLC
1881 GROVE AVENUE
RADFORD, VA24141
X
INTREXON CORP
C/O LEGAL DEPARTMENT
20374 SENECA MEADOWS PARKWAY
GERMANTOWN, MD20876
X
Signatures
/s/ Randal J. Kirk 12/03/2015
Signature of Reporting Person Date
/s/ Randal J. Kirk, CEO of Intrexon Corporation 12/03/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Convertible Promissory Note (the "Note") in the amount of $5,000,000 was issued on June 9, 2015 to Intrexon Corporation ("Intrexon"), at an interest rate of 3% per annum with a maturity date of December 31, 2015. Pursuant to its terms, the Note was payable to Intrexon, at the option of the Issuer, in cash or, upon obtaining the requisite shareholder approval, in shares of common stock at a conversion price equal to the closing price on the NYSE MKT of the Issuer's common stock on the trading day immediately prior to the date of conversion. The Issuer obtained the requisite shareholder approval and elected to convert the Note into shares of common stock on December 1, 2015. The closing price of the Issuer's common stock on the trading day prior to such date, November 30, 2015, was $1.50. The number of shares indicated includes conversion of the principal amount of $5,000,000 and interest in the amount of $71,506.
( 2 )Randal J. Kirk, directly and through certain affiliates, has voting and dispositive power over a majority of the outstanding capital stock of Intrexon. Mr. Kirk may therefore be deemed to have voting and dispositive power over the shares of the issuer owned by Intrexon. Shares held by Intrexon may be deemed to be indirectly beneficially owned (as defined under Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) by Mr. Kirk. Mr. Kirk disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein.
( 3 )Randal J. Kirk controls NRM VII Holdings I, LLC ("NRM VII Holdings"). Shares held by this entity may be deemed to be indirectly beneficially owned (as defined under Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) by Mr. Kirk. Mr. Kirk disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.