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*
KOSKI FAMILY LP

(Last) (First) (Middle)
1500 WEST UNIVERSITY PARKWAY

(Street)
SARASOTA FL 34243

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ORAGENICS INC [ ORNI ]
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)
07/31/2012
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Common Stock 07/31/2012 P 1,692,123(1) A $1.5 9,767,742 D(2)(3)
Common Stock 11,400 D(4)
Common Stock 451,066 D(5)
Common Stock 469,666 D(6)
Common Stock 497,666 I(7) By Trusts
Common Stock 10,000 I(8) By Koski Management, Inc.
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
KOSKI FAMILY LP

(Last) (First) (Middle)
1500 WEST UNIVERSITY PARKWAY

(Street)
SARASOTA FL 34243

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
KOSKI CHRISTINE L

(Last) (First) (Middle)
1500 WEST UNIVERSITY PARKWAY

(Street)
SARASOTA FL 34243

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
KOSKI ROBERT C

(Last) (First) (Middle)
1500 WEST UNIVERSITY PARKWAY

(Street)
SARASOTA FL 34243

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
KOSKI BEVERLY

(Last) (First) (Middle)
1500 WEST UNIVERSITY PARKWAY

(Street)
SARASOTA FL 34243

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
KOSKI THOMAS L

(Last) (First) (Middle)
1500 WEST UNIVERSITY PARKWAY

(Street)
SARASOTA FL 34243

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Pursuant to the terms of the Loan Agreement ("Loan Agreement") dated as of March 23, 2012 between Oragenics, Inc. (the "Company") and the Koski Family Limited Partnership ("KFLP"), the debt (including accrued but unpaid interest) represented thereby was subject to automatic conversion at the time of a qualified financing in an amount of no less than $5.0 million and on the same terms as such qualified financing. The Company consummated a financing on July 31, 2012 meeting the terms of a qualified financing, and the outstanding debt in the aggregate amount of $2,538,184.93 (consisting of a principal amount of $2,500,000 and accrued interest of $38,184.93) was converted into 1,692,123 shares of restricted common stock based upon the purchase price of $1.50 per share applicable to the qualified financing.
2. Shares owned directly by Koski Family Limited Partnership. Shares owned indirectly by Beverly Koski (through Koski Management, Inc. solely owned by Beverly Koski), Christine L. Koski, Robert C. Koski and Thomas L. Koski, each of whom is a general partner of the partnership or the controlling person of a corporate general partner of the partnership.
3. Each reporting person disclaims beneficial ownership of all indirectly owned securities in excess of such reporting person's pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner for purposes of Section 16 or any other purpose.
4. Shares owned directly by Robert C. Koski.
5. Shares owned directly by Christine L. Koski.
6. Shares owned directly by Thomas L. Koski.
7. Shares owned by trusts of which Mr. Robert C. Koski is sole trustee. Such trusts are as follows: the Robert Clayton Koski Trust for the benefit of Anthony James Hunter (100,000 shares); the Robert Clayton Koski Trust for the benefit of Hunter Buchanan Koski (100,000 shares); the Robert Clayton Koski Trust for the benefit of Clayton Ward Bennett (100,000 shares); the Robert Clayton Koski Trust for the benefit of Robert Edward Koski (100,000 shares); and the Robert Clayton Koski Trust for the benefit of Elyse Margaux Koski (97,666 shares). Mr. Koski disclaims beneficial ownership of the shares held by the trusts except to the extent of any pecuniary interest.
8. Shares owned indirectly by Beverly Koski (through Koski Management, Inc).
/s/ Mark A. Catchur, as Attorney-in-Fact for CHRISTINE L. KOSKI, BEVERLY KOSKI, KOSKI FAMILY LIMITED PARTNERSHIP, ROBERT C. KOSKI AND THOMAS L. KOSKI 08/02/2012
** 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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