SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

HORNER LARRY D /FA

(Last)

(First)

(Middle)

20374 SENECA MEADOWS PARKWAY

(Street)

GERMANTOWN

20876

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/07/2013

3. Issuer Name and Ticker or Trading Symbol
INTREXON CORP [ XON ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	4,083	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Option to Purchase Common Stock	⁽¹⁾	02/20/2018	Common Stock	8,571	$2.74	D
Option to Purchase Common Stock	⁽¹⁾	02/20/2019	Common Stock	2,857	$3.29	D
Option to Purchase Common Stock	⁽²⁾	06/30/2020	Common Stock	2,857	$3.29	D
Option to Purchase Common Stock	⁽³⁾	03/07/2021	Common Stock	2,857	$5.91	D
Option to Purchase Common Stock	⁽⁴⁾	12/02/2021	Common Stock	8,571	$7.12	D
Option to Purchase Common Stock	⁽⁵⁾	03/15/2022	Common Stock	2,857	$7.12	D
Option to Purchase Common Stock	⁽⁶⁾	05/28/2023	Common Stock	2,857	$9.67	D
Series E Convertible Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	60,560	⁽⁷⁾	D

Explanation of Responses:

1. These options are immediately exercisable.

2. 2,142 options are exercisable immediately; the remaining 715 options vest on January 1, 2014.

3. 1,428 options are exercisable immediately; the remaining options vest annually in increments of 714 and 715 on each of January 1, 2014 and 2015, respectively.

4. 2,142 options are exercisable immediately; the remaining options vest annually in increments of 2,143 on each of December 1, 2013, 2014 and 2015, respectively.

5. 714 options are exercisable immediately; the remaining options vest annually in increments of 714, 714 and 715 on each of January 1, 2014, 2015 and 2016, respectively.

6. These options vest annually in increments of 714, 714, 714 and 715 on each of January 1, 2014, 2015, 2016 and 2017, respectively.

7. The Series E Convertible Preferred Stock is convertible into Common Stock on a 1-for-1.75 basis into the number of shares of Common Stock as shown in column 3 at any time at the holder's election, and automatically upon (i) the closing of the Issuer's firm commitment underwritten initial public offering in the event it results in net proceeds of at least $100,000,000 and (ii) upon the election of the holders of a majority of the then outstanding shares of such series. Upon conversion, all dividends that have accrued with respect to Series E Preferred Stock will convert into shares of Common Stock at the then current fair market value. The Series E Convertible Preferred Stock has no expiration date.

Remarks:

	/s/ Larry D. Horner	08/07/2013
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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