AQUABOUNTY TECHNOLOGIES, INC.
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Common Stock, par value $0.01 per share
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UO387J108
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Third Security, LLC
1881 Grove Avenue
Radford, Virginia 24141
Attention: Marcus E. Smith, Esq.
(540) 633-7900
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Troutman Pepper Hamilton Sanders LLP
1001 Haxall Point
Richmond, Virginia 23219
Attention: David I. Meyers, Esq.
John Owen Gwathmey, Esq.
(804) 697-1200
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November 23, 2021
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CUSIP No. UO387J108
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Page 2 of 7
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1
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NAMES OF REPORTING PERSONS
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RANDAL J. KIRK
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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PF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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5,344,002
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8
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SHARED VOTING POWER
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0
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9
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SOLE DISPOSITIVE POWER
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5,344,002
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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5,344,002
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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7.5%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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CUSIP No. UO387J108
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Page 3 of 7
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1
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NAMES OF REPORTING PERSONS
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THIRD SECURITY, LLC
I.R.S. IDENTIFICATION NO.: 54-1923091
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Virginia
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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1,580,954
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8
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SHARED VOTING POWER
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0
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9
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SOLE DISPOSITIVE POWER
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1,580,954
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,580,954
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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2.2%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO – limited liability company
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CUSIP No. UO387J108
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Page 4 of 7
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Item 4. |
Purpose of Transaction.
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(a)
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The acquisition by any person of additional securities of the Company, or the disposition of securities of the Company;
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(b)
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An extraordinary corporate transaction such as a merger, reorganization or disposition, involving the Company or any of its subsidiaries;
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(c)
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A sale or transfer of a material amount of assets of the Company or any of its subsidiaries;
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(d)
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Any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;
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(e)
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Any material change in the present capitalization or dividend policy of the Company;
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CUSIP No. UO387J108
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Page 5 of 7
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(f)
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Any other material change in the Company’s business or corporate structure, including but not limited to, if the Company is a registered closed-end investment company, any plans or proposals to make any
changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940;
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(g)
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Changes in the Company’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person;
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(h)
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Causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national
securities association;
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(i)
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A class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or
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(j)
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Any action similar to any of those actions enumerated above.
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Item 5. |
Interest in Securities of the Issuer.
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Reporting Person
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Amount of Common Stock
Beneficially
Owned
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Percent
of Class
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Sole Power
to Vote or
Direct
the Vote
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Shared
Power to
Vote or
Direct
the Vote
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Sole Power to
Dispose or to
Direct the
Disposition
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Shared
Power to
Dispose or to
Direct the
Disposition
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Randal J. Kirk
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5,344,002 (1)
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7.5%
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5,344,002 (1)
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--
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5,344,002 (1)
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--
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Third Security, LLC
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1,580,954 (2)
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2.2%
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1,580,954 (2)
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--
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1,580,954 (2)
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--
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(1) |
Includes (i) 3,756,711 shares of Common Stock held by various entities that are controlled by Mr. Kirk but not managed by Third Security, none of which beneficially owns more than 5.0% individually, and (ii)
6,337 shares of Common Stock held by the spouse of Mr. Kirk, including 4,178 shares of Common Stock that are or will become immediately exercisable within sixty (60) days of November 23, 2021.
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(2) |
Mr. Kirk could be deemed to have indirect beneficial ownership of the shares of Common Stock directly held by entities managed by Third Security.
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CUSIP No. UO387J108
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Page 6 of 7
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Item 6. |
Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
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Item 7. |
Material to be Filed as Exhibits.
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Exhibit 1 |
Joint Filing Agreement, dated as of November 24, 2021, by and between Mr. Kirk and Third Security.
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CUSIP No. UO387J108
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Page 7 of 7
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Date: November 24, 2021
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/s/ Randal J. Kirk
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Randal J. Kirk
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THIRD SECURITY, LLC
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By:
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/s/ Randal J. Kirk
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Randal J. Kirk
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Manager
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Joint Filing Agreement, dated as of November 24, 2021, by and between Mr. Kirk and Third Security.
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/s/ Randal J. Kirk
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Randal J. Kirk
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THIRD SECURITY, LLC
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By:
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/s/ Randal J. Kirk
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Randal J. Kirk
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Manager
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