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 VA 24141

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
AquaBounty Technologies, Inc. [ AQB ]
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)
01/17/2018
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 01/17/2018 P 1,538,461 A $3.25 6,700,738 I by Intrexon(1)
Common Stock 200,519 I by R.J. Kirk DOT(2)
Common Stock 5,775 I by Third Security(2)
Common Stock 4,659 I by Staff 2001(2)
Common Stock 20 I by Lotus(2)
Common Stock 2,080 I by JPK 2008(2)
Common Stock 2,095 I by MGK 2008(2)
Common Stock 1,708 I by ZSK 2008(2)
Common Stock 10,784 I by JPK 2009(2)
Common Stock 12,726 I by MGK 2009(2)
Common Stock 1,132 I by ZSK 2009(2)
Common Stock 12,617 I by JPK 2012(2)
Common Stock 2,021 I by Kellie L. Banks LTT(2)
Common Stock 1,770 I by Senior Staff 2006(2)
Common Stock 885 I by Staff 2006(2)
Common Stock 295 I by Incentive 2006(2)
Common Stock 99,537 I by Kapital Joe(3)
Common Stock 82,083 I by Mascara Kaboom(3)
Common Stock 880 I by Sr. Staff(3)
Common Stock 3,199 I by ADC 2010(3)
Common Stock 14,076 I by MGK 2011(3)
Common Stock 20,306 I by Senior Staff 2008(3)
Common Stock 20,306 I by Staff 2010(3)
Common Stock 10,153 I by Incentive 2010(3)
Common Stock 199,682 I by NRM VI Holdings(3)
Common Stock 3,637 I by NRM VII Holdings(3)
Common Stock 124,609 I by TSCP V(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant to Purchase Common Stock $3.25 01/17/2018 P 1,538,461 01/17/2018 01/17/2023 Common Stock 1,538,461 (4) 1,538,461 I by Intrexon(1)
1. Name and Address of Reporting Person*
KIRK RANDAL J

(Last) (First) (Middle)
C/O THIRD SECURITY, LLC
1881 GROVE AVENUE

(Street)
RADFORD VA 24141

(City) (State) (Zip)
1. Name and Address of Reporting Person*
INTREXON CORP

(Last) (First) (Middle)
C/O LEGAL DEPARTMENT
20374 SENECA MEADOWS PARKWAY

(Street)
GERMANTOWN MD 20876

(City) (State) (Zip)
Explanation of Responses:
1. Randal J. Kirk, directly and through certain affiliates, is the largest shareholder of Intrexon Corporation ("Intrexon") and serves as Intrexon's Chairman of the Board and Chief Executive Officer. Mr. Kirk may therefore be deemed to have voting and dispositive power over the shares of the issuer owned by Intrexon. Shares held by Intrexon 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.
2. Randal J. Kirk controls each of the R.J. Kirk Declaration of Trust "(R.J. Kirk DOT"), Third Security, LLC, ("Third Security"), Third Security Staff 2001 LLC ("Staff 2001"), Lotus Capital (2000) Company Inc. ("Lotus"), JPK 2008, LLC ("JPK 2008"), MGK 2008, LLC ("MGK 2008"), ZSK 2008, LLC ("ZSK 2008"), JPK 2009, LLC ("JPK 2009"), MGK 2009, LLC ("MGK 2009"), ZSK 2009, LLC ("ZSK 2009"), JPK 2012, LLC ("JPK 2012"), Kellie L. Banks (2009) Long Term Trust ("Kellie L. Banks LTT"), Third Security Senior Staff 2006 LLC ("Senior Staff 2006"), Third Security Staff 2006 LLC ("Staff 2006") and Third Security Incentive 2006 LLC ("Incentive 2006"). 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.
3. Randal J. Kirk controls each of Kapital Joe, LLC ("Kapital Joe"), Mascara Kaboom, LLC ("Mascara Kaboom"), Third Security Senior Staff LLC ("Sr. Staff"), ADC 2010, LLC ("ADC2010"), MGK 2011, LLC ("MGK 2011"), Third Security Senior Staff 2008 LLC ("Senior Staff 2008"), Third Security Staff 2010 LLC ("Staff 2010"), Third Security Incentive 2010 LLC ("Incentive 2010"), NRM VI Holdings I, LLC ("NRM VI Holdings"), NRM VII Holdings I, LLC ("NRM VII Holdings") and Third Security Capital Partners V, LLC ("TSCP V"). 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. The indicated number of warrants to purchase common stock of the issuer were received in connection with the purchase of common stock in an underwritten public offering of the issuer, which closed on January 17, 2018 (the "Offering"). In the Offering, each share of common stock was sold together with a warrant to purchase one share of common stock at a combined effective price of $3.25 per share and accompanying common warrant.
/s/ Randal J. Kirk 01/19/2018
/s/ Randal J. Kirk, CEO of Intrexon Corporation 01/19/2018
** 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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