Sec Form 4 Filing - Sabzevari Helen @ INTREXON CORP - 2020-01-04

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 Sabzevari Helen 2. Issuer Name and Ticker or Trading Symbol INTREXON CORP [ XON] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) 20374 SENECA MEADOWS PARKWAY 3. Date of Earliest Transaction (MM/DD/YY) 01/04/2020 (Street) GERMANTOWN, MD20876 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 01/04/2020 M 17,667 A 104,734 D Common Stock 01/06/2020 S( 2 ) 6,732 D $ 5.8293 98,002 D

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 Restricted Stock Units ( 1 ) 01/04/2020 M 17,667 ( 3 ) ( 3 ) Common Stock 17,667 $ 0 52,999 D Restricted Stock Units ( 1 ) 01/05/2020 A 500,000 ( 4 ) ( 4 ) Common Stock 500,000 $ 0 500,000 D Option to Purchase Common Stock (Right to Buy) $ 5.95 01/05/2020 A 1,500,000 ( 5 ) 01/05/2030 Common Stock 1,500,000 $ 0 1,500,000 D Option to Purchase Common Stock (Right to Buy) $ 11.9 01/05/2020 A 1,500,000 ( 6 ) 01/05/2030 Common Stock 1,500,000 $ 0 1,500,000 D Option to Purchase Common Stock (Right to Buy) $ 17.85 01/05/2020 A 1,500,000 ( 6 ) 01/05/2030 Common Stock 1,500,000 $ 0 1,500,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sabzevari Helen 20374 SENECA MEADOWS PARKWAY GERMANTOWN, MD20876 President and CEO Signatures /s/ Helen Sabzevari, by Donald P. Lehr, as attorney-in-fact 01/07/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each restricted stock unit represents a contingent right to receive one share of XON common stock. ( 2 )This sale was effected pursuant to the terms of a 10b5-1 plan adopted by the reporting person and was made in order to pay the tax liability arising from the vesting of restricted stock units. ( 3 )The restricted stock units were granted on January 4, 2019 and January 25, 2019, and the remaining restricted stock units vest in three equal annual installments on each of January 4, 2021, 2022, and 2023. ( 4 )The restricted stock units vest in full on January 5, 2021. ( 5 )The option vests in four installments as follows: 50% on January 5, 2021, and the remaining 50% in three equal annual installments on each of January 5, 2022, 2023, and 2024. ( 6 )The option vests in four equal annual installments beginning on January 5, 2021.

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.