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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series F Convertible Preferred Stock | (3) | 08/13/2013 | C | 42,794 | (3) | (3) | Common Stock | 24,453 | (3) | 0 | I | by JPK 2008 (2) | |||
Series F Convertible Preferred Stock Dividend | $ 16 (4) | 08/13/2013 | C | 0 (4) | (4) | (4) | Common Stock (4) | 363 | $ 16 (4) | 0 | I | by JPK 2008 (2) | |||
Series E Convertible Preferred Stock | (3) | 08/13/2013 | C | 49,980 | (3) | (3) | Common Stock | 28,560 | (3) | 0 | I | by JPK 2008 (2) | |||
Series E Convertible Preferred Stock Dividend | $ 16 (4) | 08/13/2013 | C | 0 (4) | (4) | (4) | Common Stock (4) | 2,275 | $ 16 (4) | 0 | I | by JPK 2008 (2) | |||
Series D Convertible Preferred Stock | (3) | 08/13/2013 | C | 75,839 | (3) | (3) | Common Stock | 43,336 | (3) | 0 | I | by JPK 2008 (2) | |||
Series D Convertible Preferred Stock Dividend | $ 16 (4) | 08/13/2013 | C | 0 (4) | (4) | (4) | Common Stock (4) | 2,495 | $ 16 (4) | 0 | I | by JPK 2008 (2) | |||
Series F Convertible Preferred Stock | (3) | 08/13/2013 | C | 312,890 | (3) | (3) | Common Stock | 178,794 | (3) | 0 | I | by JPK 2009 (2) | |||
Series F Convertible Preferred Stock Dividend | $ 16 (4) | 08/13/2013 | C | 0 (4) | (4) | (4) | Common Stock (4) | 2,658 | $ 16 (4) | 0 | I | by JPK 2009 (2) | |||
Series E Convertible Preferred Stock | (3) | 08/13/2013 | C | 422,375 | (3) | (3) | Common Stock | 241,357 | (3) | 0 | I | by JPK 2009 (2) | |||
Series E Convertible Preferred Stock Dividend | $ 16 (4) | 08/13/2013 | C | 0 (4) | (4) | (4) | Common Stock (4) | 19,233 | $ 16 (4) | 0 | I | by JPK 2009 (2) | |||
Series D Convertible Preferred Stock | (3) | 08/13/2013 | C | 361,815 | (3) | (3) | Common Stock | 206,751 | (3) | 0 | I | by JPK 2009 (2) | |||
Series D Convertible Preferred Stock Dividend | $ 16 (4) | 08/13/2013 | C | 0 (4) | (4) | (4) | Common Stock (4) | 11,906 | $ 16 (4) | 0 | I | by JPK 2009 (2) | |||
Series C Convertible Preferred Stock | (3) | 08/13/2013 | C | 64,300 | (3) | (3) | Common Stock | 36,742 | (3) | 0 | I | by JPK 2009 (2) | |||
Series C Convertible Preferred Stock Dividend | $ 16 (4) | 08/13/2013 | C | 0 (4) | (4) | (4) | Common Stock (4) | 2,145 | $ 16 (4) | 0 | I | by JPK 2009 (2) | |||
Series F Convertible Preferred Stock | (3) | 08/13/2013 | C | 128,508 | (3) | (3) | Common Stock | 73,433 | (3) | 0 | I | by JPK 2012 (2) | |||
Series F Convertible Preferred Stock Dividend | $ 16 (4) | 08/13/2013 | C | 0 (4) | (4) | (4) | Common Stock (4) | 1,091 | $ 16 (4) | 0 | I | by JPK 2012 (2) | |||
Series D Convertible Preferred Stock | (3) | 08/13/2013 | C | 1,108,800 | (3) | (3) | Common Stock | 633,600 | (3) | 0 | I | by JPK 2012 (2) | |||
Series D Convertible Preferred Stock Dividend | $ 16 (4) | 08/13/2013 | C | 0 (4) | (4) | (4) | Common Stock (4) | 44,294 | $ 16 (4) | 0 | I | by JPK 2012 (2) | |||
Series C Convertible Preferred Stock | (3) | 08/13/2013 | C | 109,200 | (3) | (3) | Common Stock | 62,400 | (3) | 0 | I | by JPK 2012 (2) | |||
Series C Convertible Preferred Stock Dividend | $ 16 (4) | 08/13/2013 | C | 0 (4) | (4) | (4) | Common Stock (4) | 3,643 | $ 16 (4) | 0 | I | by JPK 2012 (2) | |||
Series F Convertible Preferred Stock | (3) | 08/13/2013 | C | 39,492 | (3) | (3) | Common Stock | 22,566 | (3) | 0 | I | by ZSK 2008 (2) | |||
Series F Convertible Preferred Stock Dividend | $ 16 (4) | 08/13/2013 | C | 0 (4) | (4) | (4) | Common Stock (4) | 335 | $ 16 (4) | 0 | I | by ZSK 2008 (2) | |||
Series E Convertible Preferred Stock | (3) | 08/13/2013 | C | 40,968 | (3) | (3) | Common Stock | 23,410 | (3) | 0 | I | by ZSK 2008 (2) | |||
Series E Convertible Preferred Stock Dividend | $ 16 (4) | 08/13/2013 | C | 0 (4) | (4) | (4) | Common Stock (4) | 1,865 | $ 16 (4) | 0 | I | by ZSK 2008 (2) | |||
Series D Convertible Preferred Stock | (3) | 08/13/2013 | C | 47,055 | (3) | (3) | Common Stock | 26,888 | (3) | 0 | I | by ZSK 2008 (2) | |||
Series D Convertible Preferred Stock Dividend | $ 16 (4) | 08/13/2013 | C | 0 (4) | (4) | (4) | Common Stock (4) | 1,547 | $ 16 (4) | 0 | I | by ZSK 2008 (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
KIRK RANDAL J C/O THIRD SECURITY, LLC 1881 GROVE AVENUE RADFORD, VA 24141 |
X | X | Chief Executive Officer |
/s/ Randal J. Kirk | 08/15/2013 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | The indicated shares represent the number of shares received upon conversion of the Issuer's Convertible Preferred Stock, indicated by Series in Table II. |
(2) | Randal J. Kirk controls each of JPK 2008 LLC ("JPK 2008"), JPK 2009 LLC ("JPK 2009"), JPK 2012 LLC ("JPK 2012") and ZSK 2008 LLC ("ZSK 2008"). Shares held by these entities 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. |
(3) | Effective upon the closing of the Issuer's firm commitment underwritten initial public offering of its Common Stock, the shares of Convertible Preferred Stock automatically converted at a ratio of 1.75-to-1 into the number of shares of Common Stock shown in column 7. The shares of Convertible Preferred Stock had no expiration date. |
(4) | Effective upon the closing of the Issuer's firm commitment underwritten initial public offering all accrued dividends with respect to the shares of Convertible Preferred Stock were converted into shares of Common Stock at the then current fair market value, or $16.00 per share. Payment for partial shares was issued in the form of a monetary refund by the Issuer. |