Filing Details

---

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC  20549

 

---

SCHEDULE 13D

(Amendment No. 5)*

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).

This Amendment No. 5 (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, and by Amendment No. 4 dated October 16, 2017 and filed October 23, 2017 (the “Original Schedule 13D”), relating to the Common Stock, no par value per share (the “Common Stock”), of 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”), Third Security Capital Partners V, LLC (“TSCP V”), a Delaware limited liability company that is managed by Third Security, Kapital Joe, LLC, a Virginia limited liability company that is managed by Third Security (“Kapital Joe”), 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, TSCP V, and Kapital Joe, the “Reporting Persons”) are filing this Amendment to disclose the purchase by the RJ DOT of 1,207,980 shares of Common Stock in a private placement transaction on December 29, 2017, for aggregate gross proceeds to the Company of $13,686,413.40 (the “Private Placement”).

Item 4.

Purpose of Transaction.

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

On December 29, 2017, the RJ DOT entered into a Subscription Agreement with the Company, which agreement is filed herewith as Exhibit 1 and incorporated herein by reference, pursuant to which the RJ DOT agreed to purchase 1,207,980 shares of Common Stock, no par value, in the Private Placement.  The number of shares purchased by the RJ DOT represents just under 1% of the Common Stock outstanding prior to the Private Placement, which is the maximum that an affiliate of Mr. Kirk could purchase from the Company in the Private Placement under the rules of the New York Stock Exchange (“NYSE”).  The price per share in the Private Placement was $11.33, which was the closing price of the Common Stock on the NYSE on December 28, 2017.  The Private Placement was funded and closed on December 29, 2017.

Item 5.

Interest in Securities of the Issuer.

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 120,720,505 shares of Common Stock issued and outstanding as of October 31, 2017 as disclosed in the Intrexon Corporation Quarterly Report on Form 10-Q for the period ended September 30, 2017 and filed on November 9, 2017, increased by:  (i) 63,241 and 63,291 shares of Common Stock issued to Third Security on November 30, 2017 and December 29, 2017, respectively, pursuant to the Services Agreement by and between the Company and Third Security dated November 1, 2015 (the “Services Agreement”) and (ii) 14,662 and 17,361 shares of Common Stock issued to Randal J. Kirk on November 30, 2017 and December 29, 2017, respectively, pursuant to the Restricted Stock Unit Agreement by and between the Company and Randal J. Kirk dated November 1, 2015 (the “RSU Agreement”); and (iii) 1,207,980 shares of Common Stock issued in the Private Placement.