Edgar Filing: INTREXON CORP

Ownership Submission

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 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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3235-0287

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(Print or Type Responses)

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 (Month/Day/Year)
08/13/2013

(Street)

RADFORD, VA 24141

4. If Amendment, Date Original Filed(Month/Day/Year)

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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/13/2013		C		633,397 ⁽¹⁾	A	$ 0	633,397	I	by Incentive 2010 ⁽²⁾
Common Stock	08/13/2013		C		44,926 ⁽⁴⁾	A	$ 16	678,323	I	by Incentive 2010 ⁽²⁾
Common Stock	08/13/2013		C		1,266,795 ⁽¹⁾	A	$ 0	1,266,795	I	by Staff 2010 ⁽²⁾
Common Stock	08/13/2013		C		89,853 ⁽⁴⁾	A	$ 16	1,356,648	I	by Staff 2010 ⁽²⁾
Common Stock	08/13/2013		C		168,865 ⁽¹⁾	A	$ 0	168,865	I	by Staff 2001 ⁽²⁾
Common Stock	08/13/2013		C		9,859 ⁽⁴⁾	A	$ 16	178,724	I	by Staff 2001 ⁽²⁾
Common Stock	08/13/2013		C		1,130,094 ⁽¹⁾	A	$ 0	1,130,094	I	by NRM IV ⁽²⁾
Common Stock	08/13/2013		C		65,983 ⁽⁴⁾	A	$ 16	1,196,077	I	by NRM IV ⁽²⁾
Common Stock	08/13/2013		C		1,608,932 ⁽¹⁾	A	$ 0	1,608,932	I	by NewVa ⁽²⁾
Common Stock	08/13/2013		C		70,646 ⁽⁴⁾	A	$ 16	1,679,578	I	by NewVa ⁽²⁾
Common Stock	08/13/2013		C		169,061 ⁽¹⁾	A	$ 0	169,061	I	by ADC 2010 ⁽²⁾
Common Stock	08/13/2013		C		10,138 ⁽⁴⁾	A	$ 16	179,199	I	by ADC 2010 ⁽²⁾
Common Stock	08/13/2013		C		123,208 ⁽¹⁾	A	$ 0	123,208	I	by Kellie L. Banks LTT ⁽²⁾
Common Stock	08/13/2013		C		7,873 ⁽⁴⁾	A	$ 16	131,081	I	by Kellie L. Banks LTT ⁽²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series F Convertible Preferred Stock

⁽³⁾

08/13/2013

149,766

⁽³⁾

Common Stock

85,580

⁽³⁾

by Incentive 2010 ⁽²⁾

Series F Convertible Preferred Stock Dividend

$ 16 ⁽⁴⁾

08/13/2013

0 ⁽⁴⁾

⁽⁴⁾

Common Stock ⁽⁴⁾

1,272

$ 16 ⁽⁴⁾

by Incentive 2010 ⁽²⁾

Series E Convertible Preferred Stock

⁽³⁾

08/13/2013

958,680

⁽³⁾

Common Stock

547,817

⁽³⁾

by Incentive 2010 ⁽²⁾

Series E Convertible Preferred Stock Dividend

$ 16 ⁽⁴⁾

08/13/2013

0 ⁽⁴⁾

⁽⁴⁾

Common Stock ⁽⁴⁾

43,654

$ 16 ⁽⁴⁾

by Incentive 2010 ⁽²⁾

Series F Convertible Preferred Stock

⁽³⁾

08/13/2013

299,532

⁽³⁾

Common Stock

171,161

⁽³⁾

by Staff 2010 ⁽²⁾

Series F Convertible Preferred Stock Dividend

$ 16 ⁽⁴⁾

08/13/2013

0 ⁽⁴⁾

⁽⁴⁾

Common Stock ⁽⁴⁾

2,544

$ 16 ⁽⁴⁾

by Staff 2010 ⁽²⁾

Series E Convertible Preferred Stock

⁽³⁾

08/13/2013

1,917,360

⁽³⁾

Common Stock

1,095,634

⁽³⁾

by Staff 2010 ⁽²⁾

Series E Convertible Preferred Stock Dividend

$ 16 ⁽⁴⁾

08/13/2013

0 ⁽⁴⁾

⁽⁴⁾

Common Stock ⁽⁴⁾

87,309

$ 16 ⁽⁴⁾

by Staff 2010 ⁽²⁾

Series C Convertible Preferred Stock

⁽³⁾

08/13/2013

295,514

⁽³⁾

Common Stock

168,865

⁽³⁾

by Staff 2001 ⁽²⁾

Series C Convertible Preferred Stock Dividend

$ 16 ⁽⁴⁾

08/13/2013

0 ⁽⁴⁾

⁽⁴⁾

Common Stock ⁽⁴⁾

9,859

$ 16 ⁽⁴⁾

by Staff 2001 ⁽²⁾

Series C Convertible Preferred Stock

⁽³⁾

08/13/2013

1,977,666

⁽³⁾

Common Stock

1,130,094

⁽³⁾

by NRM IV ⁽²⁾

Series C Convertible Preferred Stock Dividend

$ 16 ⁽⁴⁾

08/13/2013

0 ⁽⁴⁾

⁽⁴⁾

Common Stock ⁽⁴⁾

65,983

$ 16 ⁽⁴⁾

by NRM IV ⁽²⁾

Series C Convertible Preferred Stock

⁽³⁾

08/13/2013

909,272

⁽³⁾

Common Stock

519,584

⁽³⁾

by NewVa ⁽²⁾

Series C Convertible Preferred Stock Dividend

$ 16 ⁽⁴⁾

08/13/2013

0 ⁽⁴⁾

⁽⁴⁾

Common Stock ⁽⁴⁾

30,337

$ 16 ⁽⁴⁾

by NewVa ⁽²⁾

Series B-1 Convertible Preferred Stock

⁽³⁾

08/13/2013

1,212,360

⁽³⁾

Common Stock

692,777

⁽³⁾

by NewVa ⁽²⁾

Series B-1 Convertible Preferred Stock Dividend

$ 16 ⁽⁴⁾

08/13/2013

0 ⁽⁴⁾

⁽⁴⁾

Common Stock ⁽⁴⁾

26,065

$ 16 ⁽⁴⁾

by NewVa ⁽²⁾

Series B Convertible Preferred Stock

⁽³⁾

08/13/2013

694,000

⁽³⁾

Common Stock

396,571

⁽³⁾

by NewVa ⁽²⁾

Series B Convertible Preferred Stock Dividend

$ 16 ⁽⁴⁾

08/13/2013

0 ⁽⁴⁾

⁽⁴⁾

Common Stock ⁽⁴⁾

14,244

$ 16 ⁽⁴⁾

by NewVa ⁽²⁾

Series C Convertible Preferred Stock

⁽³⁾

08/13/2013

295,858

⁽³⁾

Common Stock

169,061

⁽³⁾

by ADC 2010 ⁽²⁾

Series C Convertible Preferred Stock Dividend

$ 16 ⁽⁴⁾

08/13/2013

0 ⁽⁴⁾

⁽⁴⁾

Common Stock ⁽⁴⁾

10,138

$ 16 ⁽⁴⁾

by ADC 2010 ⁽²⁾

Series F Convertible Preferred Stock

⁽³⁾

08/13/2013

19,808

⁽³⁾

Common Stock

11,318

⁽³⁾

by Kellie L. Banks LTT ⁽²⁾

Series F Convertible Preferred Stock Dividend

$ 16 ⁽⁴⁾

08/13/2013

0 ⁽⁴⁾

⁽⁴⁾

Common Stock ⁽⁴⁾

168

$ 16 ⁽⁴⁾

by Kellie L. Banks LTT ⁽²⁾

Series D Convertible Preferred Stock

⁽³⁾

08/13/2013

178,254

⁽³⁾

Common Stock

101,859

⁽³⁾

by Kellie L. Banks LTT ⁽²⁾

Series D Convertible Preferred Stock Dividend

$ 16 ⁽⁴⁾

08/13/2013

0 ⁽⁴⁾

⁽⁴⁾

Common Stock ⁽⁴⁾

7,120

$ 16 ⁽⁴⁾

by Kellie L. Banks LTT ⁽²⁾

Series C Convertible Preferred Stock

⁽³⁾

08/13/2013

17,555

⁽³⁾

Common Stock

10,031

⁽³⁾

by Kellie L. Banks LTT ⁽²⁾

Series C Convertible Preferred Stock Dividend

$ 16 ⁽⁴⁾

08/13/2013

0 ⁽⁴⁾

⁽⁴⁾

Common Stock ⁽⁴⁾

585

$ 16 ⁽⁴⁾

by Kellie L. Banks LTT ⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
KIRK RANDAL J C/O THIRD SECURITY, LLC 1881 GROVE AVENUE RADFORD, VA 24141	X	X	Chief Executive Officer

Signatures

/s/ Randal J. Kirk		08/15/2013
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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 Third Security Incentive 2010 LLC ("Incentive 2010"), Third Security Staff 2010 LLC ("Staff 2010"), Third Security Staff 2001 LLC ("Staff 2001"), New River Management IV, LP ("NRM IV"), NewVa Capital Partners, LP ("NewVa"), ADC 2010 LLC ("ADC 2010") and the Kellie L. Banks (2009) Long Term Trust ("Kellie L. Banks LTT"). 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.

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