Precipio Form 4 TRANSGENOMIC / RANDAL J KIRK ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

KIRK RANDAL J

(Last)

(First)

(Middle)

C/O THIRD SECURITY, LLC

1881 GROVE AVENUE

(Street)

RADFORD

24141

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TRANSGENOMIC INC [ TBIO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/06/2016

4. If Amendment, Date of 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

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	01/06/2016		C		922,141⁽¹⁾	A	$0	1,230,337⁽²⁾	I	by Senior Staff 2008⁽³⁾
Common Stock	01/06/2016		P		1,789,930⁽⁴⁾	A	$1⁽⁴⁾	3,020,267	I	by Senior Staff 2008⁽³⁾
Common Stock	01/06/2016		C		344,822⁽¹⁾	A	$0	653,018⁽²⁾	I	by Staff 2010⁽³⁾
Common Stock	01/06/2016		P		1,472,636⁽⁴⁾	A	$1⁽⁴⁾	2,125,654	I	by Staff 2010⁽³⁾
Common Stock	01/06/2016		C		461,072⁽¹⁾	A	$0	615,170⁽²⁾	I	by Incentive 2010⁽³⁾
Common Stock	01/06/2016		P		894,965⁽⁴⁾	A	$1⁽⁴⁾	1,510,135	I	by Incentive 2010⁽³⁾
Common Stock	01/06/2016		C		577,319⁽¹⁾	A	$0	577,319	I	by Staff 2014⁽³⁾
Common Stock	01/06/2016		P		317,294⁽⁴⁾	A	$1⁽⁴⁾	894,613	I	by Staff 2014⁽³⁾

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Convertible Preferred Stock	⁽⁵⁾	01/06/2016		C			1,034,482⁽⁵⁾	⁽⁵⁾	⁽⁵⁾	Common Stock	344,822	⁽⁵⁾	0	I	by Senior Staff 2008⁽³⁾
Series B Convertible Preferred Stock	⁽⁶⁾	01/06/2016		C			577,319⁽⁶⁾	⁽⁶⁾	⁽⁶⁾	Common Stock	577,319	⁽⁶⁾	0	I	by Senior Staff 2008⁽³⁾
Series A Convertible Preferred Stock	⁽⁵⁾	01/06/2016		C			1,034,482⁽⁵⁾	⁽⁵⁾	⁽⁵⁾	Common Stock	344,822	⁽⁵⁾	0	I	by Staff 2010⁽³⁾
Series A Convertible Preferred Stock	⁽⁵⁾	01/06/2016		C			517,241⁽⁵⁾	⁽⁵⁾	⁽⁵⁾	Common Stock	172,413	⁽⁵⁾	0	I	by Incentive 2010⁽³⁾
Series B Convertible Preferred Stock	⁽⁶⁾	01/06/2016		C			288,659⁽⁶⁾	⁽⁶⁾	⁽⁶⁾	Common Stock	288,659	⁽⁶⁾	0	I	by Incentive 2010⁽³⁾
Series B Convertible Preferred Stock	⁽⁶⁾	01/06/2016		C			577,319⁽⁶⁾	⁽⁶⁾	⁽⁶⁾	Common Stock	577,319	⁽⁶⁾	0	I	by Staff 2014⁽³⁾
Series A-1 Convertible Preferred Stock	⁽⁷⁾	01/08/2016		P		85,882		⁽⁷⁾	⁽⁷⁾	Common Stock	85,882	⁽⁷⁾	85,882	I	by Senior Staff 2008⁽³⁾
Warrant to Purchase Common Stock	$1.21	01/08/2016		P		64,411		⁽⁷⁾	01/08/2021	Common Stock	⁽⁷⁾	⁽⁷⁾	64,411	I	by Senior Staff 2008⁽³⁾
Series A-1 Convertible Preferred Stock	⁽⁷⁾	01/08/2016		P		42,941		⁽⁷⁾	⁽⁷⁾	Common Stock	42,941	⁽⁷⁾	42,941	I	by Staff 2010⁽³⁾
Warrant to Purchase Common Stock	$1.21	01/08/2016		P		32,205		⁽⁷⁾	01/08/2021	Common Stock	⁽⁷⁾	⁽⁷⁾	32,205	I	by Staff 2010⁽³⁾
Series A-1 Convertible Preferred Stock	⁽⁷⁾	01/08/2016		P		42,941		⁽⁷⁾	⁽⁷⁾	Common Stock	42,941	⁽⁷⁾	42,941	I	by Incentive 2010⁽³⁾
Warrant to Purchase Common Stock	$1.21	01/08/2016		P		32,205		⁽⁷⁾	01/08/2021	Common Stock	⁽⁷⁾	⁽⁷⁾	32,205	I	by Incentive 2010⁽³⁾
Series A-1 Convertible Preferred Stock	⁽⁷⁾	01/08/2016		P		42,941		⁽⁷⁾	⁽⁷⁾	Common Stock	42,941	⁽⁷⁾	42,941	I	by Staff 2014⁽³⁾
Warrant to Purchase Common Stock	$1.21	01/08/2016		P		32,205		⁽⁷⁾	01/08/2021	Common Stock	⁽⁷⁾	⁽⁷⁾	32,205	I	by Staff 2014⁽³⁾

Explanation of Responses:

1. The indicated shares represent the number of shares received upon conversion of the issuer's Convertible Preferred Stock pursuant to the Conversion Agreement entered into between the issuer and each of Third Security Senior Staff 2008 LLC ("Senior Staff 2008"), Third Security Staff 2010 LLC ("Staff 2010") and Third Security Incentive 2010 LLC ("Incentive 2010") and Third Security Staff 2014 LLC ("Staff 2014") dated January 6, 2016 (the "Conversion Agreement"), indicated by series in Table II.

2. On January 27, 2014 the issuer effected a 1-for-12 reverse stock split. The number of shares beneficially owned as stated in column 5 of Table I includes the number of shares of common stock held by the respective entity following the reverse stock split.

3. Randal J. Kirk controls Third Security, LLC, which is the manager of each of Senior Staff 2008, Staff 2010, Incentive 2010 and Staff 2014. 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.

4. Pursuant to the Conversion Agreement, the parties agreed that in lieu of receiving cash for the accrued dividends for both Series A Convertible Preferred Stock and Series B Convertible Preferred Sock, the issuer would issue to each of Senior Staff 2008, Staff 2010, Incentive 2010 and Staff 2014 common stock at a rate of one (1) share per dividend dollar. This resulted in ownership of shares of common stock reflected in column 4 of Table I.

5. Pursuant to the Conversion Agreement, the shares of Series A Convertible Preferred Stock were convertible at a ratio of 1-to-3 into the number of shares of common stock shown in column 7. The shares of Series A Convertible Preferred Stock had no expiration date.

6. Pursuant to the Conversion Agreement, the shares of Series B Convertible Preferred Stock were convertible at a ratio of 1-to-1 into the number of shares of common stock shown in column 7. The shares of Series B Convertible Preferred Stock had no expiration date.

7. On January 6, 2016 in a private placement the issuer issued Units at a price per Unit of $0.93 consisting of one (1) share of Series A-1 Convertible Preferred Stock and a warrant to purchase 0.75 shares of common stock at an exercise price of $1.21 per share. Pursuant to its terms, each share of Series A-1 Preferred Stock is convertible into one (1) share of common stock. The Series A-1 Preferred Stock does not have an expiration date and is exercisable immediately. The warrant to purchase common stock is immediately exercisable and has a term of five (5) years.

Remarks:

	/s/ Randal J. Kirk	01/11/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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Precipio (PRPO) Form 4TRANSGENOMIC / RANDAL J KIRK ownership change