Sec Form 4 Filing - KIRK RANDAL J @ SOLIGENIX, INC. - 2017-05-04

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
SOLIGENIX, INC. [ SNGX]
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)
05/04/2017
(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 05/04/2017 X 250,000 A $ 0.8 583,334 ( 1 ) I by NRM VII Holdings ( 4 )
Common Stock 05/04/2017 S 49,875 ( 2 ) D $ 4.01 533,459 I by NRM VII Holdings ( 4 )
Common Stock 05/04/2017 S 11,739 ( 3 ) D $ 2.97 ( 3 ) 521,720 I by NRM VII Holdings ( 4 )
Common Stock 05/05/2017 S 71,607 ( 3 ) D $ 2.7 ( 3 ) 450,113 I by NRM VII Holdings ( 4 )
Common Stock 05/08/2017 S 9,695 ( 3 ) D $ 2.54 ( 3 ) 440,418 I by NRM VII Holdings ( 4 )
Common Stock 05/04/2017 S 2,278 ( 3 ) D $ 2.97 ( 3 ) 101,171 ( 1 ) I by Intrexon ( 5 )
Common Stock 05/05/2017 S 13,893 ( 3 ) D $ 2.7 ( 3 ) 87,278 I by Intrexon ( 5 )
Common Stock 05/08/2017 S 1,881 ( 3 ) D $ 2.54 ( 3 ) 85,397 I by Intrexon ( 5 )
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
Warrant to Purchase Common Stock $ 0.8 05/04/2017 X 250,000 ( 1 ) 06/25/2013 06/25/2018 Common Stock 250,000 $ 0 0 I by NRM VII Holdings ( 4 )
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 05/08/2017
Signature of Reporting Person Date
/s/ Randal J. Kirk, CEO of Intrexon Corporation 05/08/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The indicated share amount is reflective of a 1:10 reverse stock split effected by the issuer on October 7, 2016.
( 2 )Shares surrendered to the issuer in order to satisfy the exercise price in connection with the cashless exercise of a warrant to purchase 250,000 shares of common stock of the issuer.
( 3 )Pursuant to a joint selling program, NRM VII Holdings I, LLC ("NRM VII Holdings") and Intrexon Corporation ("Intrexon") sold shares on a pro rata basis.
( 4 )Randal J. Kirk controls 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.
( 5 )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.

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