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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(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		97,252 ⁽¹⁾	A	$ 0	97,252	I	by MGK 2008 ⁽²⁾
Common Stock	08/13/2013		C		5,185 ⁽⁴⁾	A	$ 16	102,437	I	by MGK 2008 ⁽²⁾
Common Stock	08/13/2013		C		725,578 ⁽¹⁾	A	$ 0	725,578	I	by MGK 2009 ⁽²⁾
Common Stock	08/13/2013		C		38,628 ⁽⁴⁾	A	$ 16	764,206	I	by MGK 2009 ⁽²⁾
Common Stock	08/13/2013		C		889,213 ⁽¹⁾	A	$ 0	889,213	I	by MGK 2011 ⁽²⁾
Common Stock	08/13/2013		C		51,213 ⁽⁴⁾	A	$ 16	940,426	I	by MGK 2011 ⁽²⁾
Common Stock	08/13/2013		C		69,959 ⁽¹⁾	A	$ 0	69,959	I	by ZSK 2009 ⁽²⁾
Common Stock	08/13/2013		C		3,709 ⁽⁴⁾	A	$ 16	73,668	I	by ZSK 2009 ⁽²⁾

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)

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

42,794

⁽³⁾

Common Stock

24,453

⁽³⁾

by MGK 2008 ⁽²⁾

Series F Convertible Preferred Stock Dividend

$ 16 ⁽⁴⁾

08/13/2013

0 ⁽⁴⁾

⁽⁴⁾

Common Stock ⁽⁴⁾

363

$ 16 ⁽⁴⁾

by MGK 2008 ⁽²⁾

Series E Convertible Preferred Stock

⁽³⁾

08/13/2013

49,980

⁽³⁾

Common Stock

28,560

⁽³⁾

by MGK 2008 ⁽²⁾

Series E Convertible Preferred Stock Dividend

$ 16 ⁽⁴⁾

08/13/2013

0 ⁽⁴⁾

⁽⁴⁾

Common Stock ⁽⁴⁾

2,275

$ 16 ⁽⁴⁾

by MGK 2008 ⁽²⁾

Series D Convertible Preferred Stock

⁽³⁾

08/13/2013

77,419

⁽³⁾

Common Stock

44,239

⁽³⁾

by MGK 2008 ⁽²⁾

Series D Convertible Preferred Stock Dividend

$ 16 ⁽⁴⁾

08/13/2013

0 ⁽⁴⁾

⁽⁴⁾

Common Stock ⁽⁴⁾

2,547

$ 16 ⁽⁴⁾

by MGK 2008 ⁽²⁾

Series F Convertible Preferred Stock

⁽³⁾

08/13/2013

362,286

⁽³⁾

Common Stock

207,020

⁽³⁾

by MGK 2009 ⁽²⁾

Series F Convertible Preferred Stock Dividend

$ 16 ⁽⁴⁾

08/13/2013

0 ⁽⁴⁾

⁽⁴⁾

Common Stock ⁽⁴⁾

3,077

$ 16 ⁽⁴⁾

by MGK 2009 ⁽²⁾

Series E Convertible Preferred Stock

⁽³⁾

08/13/2013

448,185

⁽³⁾

Common Stock

256,105

⁽³⁾

by MGK 2009 ⁽²⁾

Series E Convertible Preferred Stock Dividend

$ 16 ⁽⁴⁾

08/13/2013

0 ⁽⁴⁾

⁽⁴⁾

Common Stock ⁽⁴⁾

20,408

$ 16 ⁽⁴⁾

by MGK 2009 ⁽²⁾

Series D Convertible Preferred Stock

⁽³⁾

08/13/2013

394,995

⁽³⁾

Common Stock

225,711

⁽³⁾

by MGK 2009 ⁽²⁾

Series D Convertible Preferred Stock Dividend

$ 16 ⁽⁴⁾

08/13/2013

0 ⁽⁴⁾

⁽⁴⁾

Common Stock ⁽⁴⁾

12,998

$ 16 ⁽⁴⁾

by MGK 2009 ⁽²⁾

Series C Convertible Preferred Stock

⁽³⁾

08/13/2013

64,300

⁽³⁾

Common Stock

36,742

⁽³⁾

by MGK 2009 ⁽²⁾

Series C Convertible Preferred Stock Dividend

$ 16 ⁽⁴⁾

08/13/2013

0 ⁽⁴⁾

⁽⁴⁾

Common Stock ⁽⁴⁾

2,145

$ 16 ⁽⁴⁾

by MGK 2009 ⁽²⁾

Series F Convertible Preferred Stock

⁽³⁾

08/13/2013

141,588

⁽³⁾

Common Stock

80,907

⁽³⁾

by MGK 2011 ⁽²⁾

Series F Convertible Preferred Stock Dividend

$ 16 ⁽⁴⁾

08/13/2013

0 ⁽⁴⁾

⁽⁴⁾

Common Stock ⁽⁴⁾

1,202

$ 16 ⁽⁴⁾

by MGK 2011 ⁽²⁾

Series E Convertible Preferred Stock

⁽³⁾

08/13/2013

452,537

⁽³⁾

Common Stock

258,592

⁽³⁾

by MGK 2011 ⁽²⁾

Series E Convertible Preferred Stock Dividend

$ 16 ⁽⁴⁾

08/13/2013

0 ⁽⁴⁾

⁽⁴⁾

Common Stock ⁽⁴⁾

12,149

$ 16 ⁽⁴⁾

by MGK 2011 ⁽²⁾

Series D Convertible Preferred Stock

⁽³⁾

08/13/2013

875,800

⁽³⁾

Common Stock

500,457

⁽³⁾

by MGK 2011 ⁽²⁾

Series D Convertible Preferred Stock Dividend

$ 16 ⁽⁴⁾

08/13/2013

0 ⁽⁴⁾

⁽⁴⁾

Common Stock ⁽⁴⁾

34,987

$ 16 ⁽⁴⁾

by MGK 2011 ⁽²⁾

Series C Convertible Preferred Stock

⁽³⁾

08/13/2013

86,200

⁽³⁾

Common Stock

49,257

⁽³⁾

by MGK 2011 ⁽²⁾

Series C Convertible Preferred Stock Dividend

$ 16 ⁽⁴⁾

08/13/2013

0 ⁽⁴⁾

⁽⁴⁾

Common Stock ⁽⁴⁾

2,875

$ 16 ⁽⁴⁾

by MGK 2011 ⁽²⁾

Series F Convertible Preferred Stock

⁽³⁾

08/13/2013

33,016

⁽³⁾

Common Stock

18,866

⁽³⁾

by ZSK 2009 ⁽²⁾

Series F Convertible Preferred Stock Dividend

$ 16 ⁽⁴⁾

08/13/2013

0 ⁽⁴⁾

⁽⁴⁾

Common Stock ⁽⁴⁾

280

$ 16 ⁽⁴⁾

by ZSK 2009 ⁽²⁾

Series E Convertible Preferred Stock

⁽³⁾

08/13/2013

38,510

⁽³⁾

Common Stock

22,005

⁽³⁾

by ZSK 2009 ⁽²⁾

Series E Convertible Preferred Stock Dividend

$ 16 ⁽⁴⁾

08/13/2013

0 ⁽⁴⁾

⁽⁴⁾

Common Stock ⁽⁴⁾

1,753

$ 16 ⁽⁴⁾

by ZSK 2009 ⁽²⁾

Series D Convertible Preferred Stock

⁽³⁾

08/13/2013

50,904

⁽³⁾

Common Stock

29,088

⁽³⁾

by ZSK 2009 ⁽²⁾

Series D Convertible Preferred Stock Dividend

$ 16 ⁽⁴⁾

08/13/2013

0 ⁽⁴⁾

⁽⁴⁾

Common Stock ⁽⁴⁾

1,676

$ 16 ⁽⁴⁾

by ZSK 2009 ⁽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 MGK 2008 LLC ("MGK 2008"), MGK 2009 LLC ("MGK 2009"), MGK 2011 LLC ("MGK 2011") and ZSK 2009 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.

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