SEC FORM 4

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
Precipio, 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)
06/29/2017

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	06/29/2017		C		141,052	A	$15⁽¹⁾	215,394⁽⁴⁾	I	by Senior Staff 2008⁽⁵⁾
Common Stock	06/29/2017		C		2,862	A	⁽³⁾	218,256	I	by Senior Staff 2008⁽⁵⁾
Common Stock	06/29/2017		C		141,052	A	$15⁽¹⁾	189,173⁽⁴⁾	I	by Staff 2010⁽⁵⁾
Common Stock	06/29/2017		C		1,431	A	⁽³⁾	190,604	I	by Staff 2010⁽⁵⁾
Common Stock	06/29/2017		C		70,526	A	$15⁽¹⁾	107,697⁽⁴⁾	I	by Incentive 2010⁽⁵⁾
Common Stock	06/29/2017		C		1,431	A	⁽³⁾	109,128	I	by Incentive 2010⁽⁵⁾
Common Stock	06/29/2017		C		1,431	A	⁽³⁾	27,651⁽⁴⁾	I	by Staff 2014⁽⁵⁾

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)
Convertible Promissory Note	$15⁽¹⁾	06/29/2017		C			$2,115,784	⁽¹⁾	⁽¹⁾	Common Stock	141,052⁽¹⁾	⁽¹⁾	141,052⁽¹⁾	I	by Senior Staff 2008⁽⁵⁾
Convertible Promissory Note	$3.74⁽¹⁾	06/29/2017		C			$1,200,000	⁽¹⁾	⁽¹⁾	Series A Senior Convertible Preferred Stock	321,170⁽¹⁾	⁽¹⁾	321,170⁽¹⁾	I	by Senior Staff 2008⁽⁵⁾
Series A Senior Convertible Preferred Stock	⁽²⁾	06/29/2017		P		321,170		06/29/2017	⁽²⁾	Common Stock	321,170⁽¹⁾	$3.74	321,170⁽¹⁾	I	by Senior Staff 2008⁽⁵⁾
Series A-1 Convertible Preferred Stock	⁽³⁾	06/29/2017		C			85,882	⁽³⁾	⁽³⁾	Common Stock	2,862⁽³⁾⁽⁴⁾	⁽³⁾	0	I	by Senior Staff 2008⁽⁵⁾
Convertible Promissory Note	$15⁽¹⁾	06/29/2017		C			$2,115,784	⁽¹⁾	⁽¹⁾	Common Stock	141,052⁽¹⁾	⁽¹⁾	141,052⁽¹⁾	I	by Staff 2010⁽⁵⁾
Convertible Promissory Note	$3.74⁽¹⁾	06/29/2017		C			$1,200,000	⁽¹⁾	⁽¹⁾	Series A Senior Convertible Preferred Stock	321,170⁽¹⁾	⁽¹⁾	321,170⁽¹⁾	I	by Staff 2010⁽⁵⁾
Series A Senior Convertible Preferred Stock	⁽²⁾	06/29/2017		P		321,170		06/29/2017	⁽²⁾	Common Stock	321,170⁽¹⁾	$3.74	321,170⁽¹⁾	I	by Staff 2010⁽⁵⁾
Series A-1 Convertible Preferred Stock	⁽³⁾	06/29/2017		C			42,941	⁽³⁾	⁽³⁾	Common Stock	1,431⁽³⁾⁽⁴⁾	⁽³⁾	0	I	by Staff 2010⁽⁵⁾
Convertible Promissory Note	$15⁽¹⁾	06/29/2017		C			$1,057,892	⁽¹⁾	⁽¹⁾	Common Stock	70,526⁽¹⁾	⁽¹⁾	70,526⁽¹⁾	I	by Incentive 2010⁽⁵⁾
Convertible Promissory Note	$3.74⁽¹⁾	06/29/2017		C			$600,000	⁽¹⁾	⁽¹⁾	Series A Senior Convertible Preferred Stock	160,585⁽¹⁾	⁽¹⁾	160,585⁽¹⁾	I	by Incentive 2010⁽⁵⁾
Series A Senior Convertible Preferred Stock	⁽²⁾	06/29/2017		P		160,585		06/29/2017	⁽²⁾	Common Stock	160,585⁽¹⁾	$3.74	160,585⁽¹⁾	I	by Incentive 2010⁽⁵⁾
Series A-1 Convertible Preferred Stock	⁽³⁾	06/29/2017		C			42,941	⁽³⁾	⁽³⁾	Common Stock	1,431⁽³⁾⁽⁴⁾	⁽³⁾	0	I	by Incentive 2010⁽⁵⁾
Series A-1 Convertible Preferred Stock	⁽³⁾	06/29/2017		C			42,941	⁽³⁾	⁽³⁾	Common Stock	1,431⁽³⁾⁽⁴⁾	⁽³⁾	0	I	by Staff 2014⁽⁵⁾

Explanation of Responses:

1. In connection with the merger between Transgenomic, Inc. and Precipio Diagnostics, LLC, effective June 29, 2017 (the "Merger"), the Convertible Promissory Notes (the "Notes") held by Third Security Senior Staff 2008 LLC ("Senior Staff 2008"), Third Security Staff 2010 LLC ("Staff 2010") and Third Security Incentive 2010 LLC ("Incentive 2010"), in the principal amount of $7.243 million, plus $1.026 million of accrued interest, became convertible and were converted into 352,630 shares of common stock of the issuer and 802,925 shares of Series A Senior Convertible Preferred Stock ("New Preferred Stock") of the issuer, with each entity receiving the respective number of shares set forth in Table II. The maturity date of the Notes was November 1, 2017.

2. The New Preferred Stock is convertible at the discretion of the holder into shares of issuer common stock on a 1-for-1 basis, with no expiration date.

3. In connection with the Merger, the indicated shares represent the number of shares received upon conversion of the issuer's Series A-1 Convertible Preferred Stock into shares of common stock, on a 1-for-1 basis. The Shares of Series A-1 Convertible Preferred Stock were immediately exercisable and had no expiration date.

4. The indicated number of common shares is reflective of a 1-for-30 reverse stock split effected by the issuer on June 13, 2017.

5. Randal J. Kirk controls 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.

	/s/ Randal J. Kirk	07/03/2017
	** Signature of Reporting Person	Date
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