Sec Form 4 Filing - KIRK RANDAL J @ INTREXON CORP - 2018-10-31

Insider filing report for Changes in Beneficial Ownership
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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
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1. Name and Address of Reporting Person
KIRK RANDAL J
2. Issuer Name and Ticker or Trading Symbol
INTREXON CORP [ XON]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
C/O THIRD SECURITY, LLC, 1881 GROVE AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
10/31/2018
(Street)
RADFORD, VA24141
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 10/31/2018 A 55,478 ( 1 ) A $ 14.42 ( 1 ) 1,408,429 I by Third Security ( 3 )
Common Stock 10/31/2018 A 17,301 ( 2 ) A $ 11.56 ( 2 ) 15,992,879 I by R.J. Kirk DOT ( 3 )
Common Stock 14,140,139 I by Kapital Joe ( 3 )
Common Stock 8,325,000 I by TSCP V ( 3 )
Common Stock 311,287 I by Staff 2001 ( 3 )
Common Stock 1,403 I by Lotus ( 3 )
Common Stock 139,052 I by JPK 2008 ( 3 )
Common Stock 140,007 I by MGK 2008 ( 3 )
Common Stock 114,181 I by ZSK 2008 ( 3 )
Common Stock 720,562 I by JPK 2009 ( 3 )
Common Stock 850,355 I by MGK 2009 ( 3 )
Common Stock 75,684 I by ZSK 2009 ( 3 )
Common Stock 843,044 I by JPK 2012 ( 3 )
Common Stock 135,033 I by Kellie L. Banks LTT ( 3 )
Common Stock 118,266 I by Senior Staff 2006 ( 3 )
Common Stock 59,133 I by Staff 2006 ( 3 )
Common Stock 19,711 I by Incentive 2006 ( 4 )
Common Stock 5,483,957 I by Mascara Kaboom ( 4 )
Common Stock 58,800 I by Sr. Staff ( 4 )
Common Stock 213,805 I by ADC 2010 ( 4 )
Common Stock 940,426 I by MGK 2011 ( 4 )
Common Stock 1,356,648 I by Senior Staff 2008 ( 4 )
Common Stock 1,356,648 I by Staff 2010 ( 4 )
Common Stock 678,323 I by Incentive 2010 ( 4 )
Common Stock 13,340,645 I by NRM VI Holdings ( 4 )
Common Stock 243,001 I by NRM VII Holdings ( 4 )
Table II - Deriv ative 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
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 X Chief Executive Officer
Signatures
/s/ Randal J. Kirk 11/02/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )In accordance with the Services Agreement between Intrexon and Third Security, LLC ("Third Security") dated November 1, 2015 for services provided by Third Security to Intrexon Corporation ("Intrexon"), Intrexon shall pay to Third Security, on a monthly basis, such number of shares of common stock of Intrexon, rounded down to the nearest whole number, equal to a value of $800,000. Such value shall be based upon the closing price of the common stock of Intrexon on the NYSE on the 15th calendar day of each month (or, if such date is not a trading day, the most recent trading day prior to such date).
( 2 )In accordance with the Restricted Stock Unit Agreement dated November 1, 2015 between Intrexon and Randal J. Kirk, each month Mr. Kirk will receive that number of shares of Intrexon common stock, rounded down to the nearest whole share, whose fair market value equals $200,000. The number of shares of Intrexon common stock are to become vested and payable based upon the closing price of the common stock of Intrexon on the NYSE on the last calendar day of each month (or, if such date is not a trading day, the most recent trading day prior to such date). Mr. Kirk has designated the R.J. Kirk Declaration of Trust ("R.J. Kirk DOT") to receive these shares.
( 3 )Randal J. Kirk controls each of Third Security, the R.J. Kirk DOT, Kapital Joe, LLC ("Kapital Joe"), Third Security Capital Partners V, LLC ("TSCP V"), Third Security Staff 2001 LLC ("Staff 2001"), Lotus Capital (2000) Company Inc. ("Lotus"), JPK 2008, LLC ("JPK 2008"), MGK 2008, LLC ("MGK 2008"), ZSK 2008, LLC ("ZSK 2008"), JPK 2009, LLC ("JPK 2009"), MGK 2009, LLC ("MGK 2009"), ZSK 2009, LLC ("ZSK 2009"), JPK 2012, LLC ("JPK 2012"), Kellie L. Banks (2009) Long Term Trust ("Kellie L. Banks LTT"), Third Security Senior Staff 2006 LLC ("Senior Staff 2006"), and Third Security Staff 2006 LLC ("Staff 2006"). Shares held by these entities may be deemed to be 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.
( 4 )Randal J. Kirk controls each of Third Security Incentive 2006 LLC ("Incentive 2006"), Mascara Kaboom, LLC ("Mascara Kaboom"), Third Security Senior Staff LLC ("Sr. Staff"), ADC 2010, LLC ("ADC 2010"), MGK 2011, LLC ("MGK 2011"), Third Security Senior Staff 2008 LLC ("Senior Staff 2008"), Third Security Staff 2010 LLC ("Staff 2010"), Third Security Incentive 2010 LLC ("Incentive 2010"), NRM VI Holdings I, LLC ("NRM VI Holdings") and NRM VII Holdings I, LLC ("NRM VII Holdings"). Shares held by these entities may be deemed to be 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.

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