FIBROCELL SCIENCE, INC.
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(Name of Issuer)
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Common Stock, par value $0.001 per share
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(Title of Class of Securities)
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315721100
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(CUSIP Number)
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Third Security, LLC
1881 Grove Avenue
Radford, Virginia 24141
Attention: Marcus E. Smith, Esq.
(540) 633-7900
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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Copy to:
Intrexon Corporation
Attention: Legal
20374 Seneca Meadows Parkway
Germantown, Maryland 20876
(301) 556-9809
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December 11, 2017
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(Date of Event which Requires Filing of this Statement)
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CUSIP No. 315721100
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Page 2 of 9
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Randal J. Kirk
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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PF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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8,861,091
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8
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SHARED VOTING POWER
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2,133,595
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9
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SOLE DISPOSITIVE POWER
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8,861,091
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10
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SHARED DISPOSITIVE POWER
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2,133,595
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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10,994,686
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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43.7%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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CUSIP No. 315721100
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Page 3 of 9
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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THIRD SECURITY, LLC
I.R.S. IDENTIFICATION NO.: 54-1923091
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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||||
3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Virginia
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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8,861,091
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8
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SHARED VOTING POWER
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0
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9
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SOLE DISPOSITIVE POWER
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8,861,091
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10
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SHARED DISPOSITIVE POWER
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0
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||||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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8,861,091
|
|
|
|||
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|
||||
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
|
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||||
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||||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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35.2%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO – limited liability company
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CUSIP No. 315721100
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Page 4 of 9
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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NRM VII HOLDINGS I, LLC
I.R.S. IDENTIFICATION NO.: 27-1471440
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
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☐
|
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(b)
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☒
|
||||
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||||
3
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SEC USE ONLY
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||||
4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC
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|||
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||||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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|
☐
|
||
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|
||||
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|
||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Virginia
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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8,340,747
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8
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SHARED VOTING POWER
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0
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9
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SOLE DISPOSITIVE POWER
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8,340,747
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||||
10
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SHARED DISPOSITIVE POWER
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0
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|||
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||||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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8,340,747
|
|
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|||
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|
||||
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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|
☐
|
||
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||||
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||||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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33.1%
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||||
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO – limited liability company
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CUSIP No. 315721100
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Page 5 of 9
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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INTREXON CORPORATION
I.R.S. IDENTIFICATION NO.: 26-0084895
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
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SEC USE ONLY
|
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||
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|||
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||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
WC
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|
|||
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|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Virginia
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
2,133,595
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
2,133,595
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
2,133,595
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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8.5%
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|||
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||||
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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CUSIP No. 315721100
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Page 6 of 9
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Item 3. |
Source and Amount of Funds or Other Consideration.
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Item 4. |
Purpose of Transaction.
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CUSIP No. 315721100
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Page 7 of 9
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Item 5. |
Interest in Securities of the Issuer.
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Reporting Person
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Amount of Common Stock
Beneficially
Owned(2)
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Percent
of Class
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Sole Power
to Vote or
Direct
the Vote(2)
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Shared
Power to
Vote or
Direct
the Vote(2)
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Sole Power to
Dispose or to
Direct the
Disposition(2)
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Shared Power to
Dispose or to
Direct the
Disposition(2)
|
Randal J. Kirk(1)
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10,994,686
|
43.7%
|
8,861,091
|
2,133,595
|
8,861,091
|
2,133,595
|
Third Security, LLC(1)
|
8,861,091
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35.2%
|
8,861,091
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—
|
8,861,091
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—
|
NRM VII Holdings I, LLC(3)
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8,340,747
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33.1%
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8,340,747
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—
|
8,340,747
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—
|
Intrexon Corporation
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2,133,595
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8.5%
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—
|
2,133,595
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—
|
2,133,595
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(1) |
Includes 349,386 shares of Common Stock and warrants to purchase 155,347 shares of Common Stock held by Kapital Joe and 10,806 shares of Common Stock and warrants to purchase 4,805 shares of Common Stock held by Mascara Kaboom, respectively.
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(2) |
The indicated share amounts reflect a 1-for-3 reverse stock split effected by the Company on March 13, 2017.
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(3) |
Includes 2,567,121 warrants to purchase Common Stock.
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(c)
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Except as set forth in this Item 5, none of the Reporting Persons have engaged in any transactions in the Common Stock in the past 60 days.
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(d)-(e)
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Not Applicable
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CUSIP No. 315721100
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Page 8 of 9
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Item 6. |
Contracts, Arrangements, Understanding or Relationships with Respect to Securities of the Issuer.
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Item 7. |
Material to be Filed as Exhibits.
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Exhibit 1 |
Joint Filing Agreement, dated as of December 13, 2017, by and among Mr. Kirk, Third Security, NRM VII Holdings and Intrexon
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CUSIP No. 315721100
|
Page 9 of 9
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/s/ Randal J. Kirk
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||
Randal J. Kirk
|
||
THIRD SECURITY, LLC
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||
By:
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/s/ Randal J. Kirk
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Randal J. Kirk
|
||
Manager
|
||
NRM VII HOLDINGS I, LLC
|
||
By:
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/s/ Randal J. Kirk
|
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Randal J. Kirk
|
||
Manager
|
||
INTREXON CORPORATION
|
||
By:
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/s/ Randal J. Kirk
|
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Randal J. Kirk
|
||
Chief Executive Officer
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Exhibit 1 |
Joint Filing Agreement, dated as of December 13, 2017, by and among Mr. Kirk, Third Security, NRM VII Holdings and Intrexon
|