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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(Print or Type Responses)
1. Name and Address of Reporting Person *
KIRK RANDAL J
  2. Issuer Name and Ticker or Trading Symbol
TRANSGENOMIC INC [TBIO.OB]
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 (Month/Day/Year)
02/03/2012
(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)
Code V Amount (A) or (D) Price
Common Stock 02/03/2012   C   1,200,000 A (1) 1,298,361 I by TS Senior Staff 2008 (2)
Common Stock 02/03/2012   C   1,200,000 A (1) 1,298,361 I by TS Staff 2010 (2)
Common Stock 02/03/2012   C   600,000 A (1) 649,181 I by TS Incentive 2010 (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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Convertible Promissory Note $ 1 (1) 02/03/2012   C     $ 1,200,000 02/03/2012(1)   (1) Units (1) 1,200,000 (1) 0 I by TS Senior Staff 2008 (2)
Convertible Promissory Note $ 1 (1) 02/03/2012   C     $ 1,200,000 02/03/2012(1)   (1) Units (1) 1,200,000 (1) 0 I by TS Staff 2010 (2)
Convertible Promissory Note $ 1 (1) 02/03/2012   C     $ 600,000 02/03/2012(1)   (1) Units (1) 600,000 (1) 0 I by TS Incentive 2010 (2)
Warrant to Purchase Common Stock $ 1.25 (1) 02/03/2012   C   600,000     (3) 02/02/2017 Common Stock 600,000 (1) 600,000 I by TS Senior Staff 2008 (2)
Warrant to Purchase Common Stock $ 1.25 (1) 02/03/2012   C   600,000     (3) 02/02/2017 Common Stock 600,000 (1) 600,000 I by TS Staff 2010 (2)
Warrant to Purchase Common Stock $ 1.25 (1) 02/03/2012   C   300,000     (3) 02/02/2017 Common Stock 300,000 (1) 300,000 I by TS Incentive 2010 (2)

Reporting Owners

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    

Signatures

 /s/ Randal J. Kirk   02/07/2012
**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 Convertible Promissory Notes (the "Notes") in the amount of $1.2 million, $1.2 million and $600,000 were issued on December 30, 2011 to Third Security Senior Staff 2008 LLC ("TS Senior Staff 2008"), Third Security Staff 2010 LLC ("TS Staff 2010"), and Third Security Incentive 2010 LLC ("TS Incentive 2010"), respectively, at an interest rate of 16% per annum with a maturity date of March 31, 2012. Pursuant to their terms, the Notes automatically converted into Units on February 3, 2012 upon a Qualified Financing, as defined in the Notes, by the issuer. Each Unit consists of one (1) share of Common Stock and a Warrant to Purchase 0.5 shares of Common Stock at an exercise price of $1.25 per share.
(2) Randal J. Kirk controls each of TS Senior Staff 2008, TS Staff 2010 and TS Incentive 2010. Shares held by these entities may be deemed to be 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) These warrants are exercisable immediately upon issuance.

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