SEC Filing | AquaBounty Technologies, Inc.

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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
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)
01/18/2017

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)
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	01/18/2017		J⁽¹⁾		1,776,557⁽¹⁾	D	⁽¹⁾	2,740,174	I	by Intrexon⁽³⁾
Common Stock	01/18/2017		P⁽²⁾		2,421,073	A	$10.33	5,161,247	I	by Intrexon⁽³⁾
Common Stock	01/18/2017		J⁽¹⁾		5,775⁽¹⁾	A	⁽¹⁾	5,775	I	by Third Security⁽⁴⁾
Common Stock	01/18/2017		J⁽¹⁾		79,288⁽¹⁾	A	⁽¹⁾	79,288	I	by R.J. Kirk DOT⁽⁴⁾
Common Stock	01/18/2017		J⁽¹⁾		4,659⁽¹⁾	A	⁽¹⁾	4,659	I	by Staff 2001⁽⁴⁾
Common Stock	01/18/2017		J⁽¹⁾		20⁽¹⁾	A	⁽¹⁾	20	I	by Lotus⁽⁴⁾
Common Stock	01/18/2017		J⁽¹⁾		2,080⁽¹⁾	A	⁽¹⁾	2,080	I	by JPK 2008⁽⁴⁾
Common Stock	01/18/2017		J⁽¹⁾		2,095⁽¹⁾	A	⁽¹⁾	2,095	I	by MGK 2008⁽⁴⁾
Common Stock	01/18/2017		J⁽¹⁾		1,708⁽¹⁾	A	⁽¹⁾	1,708	I	by ZSK 2008⁽⁴⁾
Common Stock	01/18/2017		J⁽¹⁾		10,784⁽¹⁾	A	⁽¹⁾	10,784	I	by JPK 2009⁽⁴⁾
Common Stock	01/18/2017		J⁽¹⁾		12,726⁽¹⁾	A	⁽¹⁾	12,726	I	by MGK 2009⁽⁴⁾
Common Stock	01/18/2017		J⁽¹⁾		1,132⁽¹⁾	A	⁽¹⁾	1,132	I	by ZSK 2009⁽⁴⁾
Common Stock	01/18/2017		J⁽¹⁾		12,617⁽¹⁾	A	⁽¹⁾	12,617	I	by JPK 2012⁽⁴⁾
Common Stock	01/18/2017		J⁽¹⁾		2,021⁽¹⁾	A	⁽¹⁾	2,021	I	by Kellie L. Banks LTT⁽⁴⁾
Common Stock	01/18/2017		J⁽¹⁾		1,770⁽¹⁾	A	⁽¹⁾	1,770	I	by Senior Staff 2006⁽⁴⁾
Common Stock	01/18/2017		J⁽¹⁾		885⁽¹⁾	A	⁽¹⁾	885	I	by Staff 2006⁽⁴⁾
Common Stock	01/18/2017		J⁽¹⁾		295⁽¹⁾	A	⁽¹⁾	295	I	by Incentive 2006⁽⁴⁾
Common Stock	01/18/2017		J⁽¹⁾		99,537⁽¹⁾	A	⁽¹⁾	99,537	I	by Kapital Joe⁽⁵⁾
Common Stock	01/18/2017		J⁽¹⁾		82,083⁽¹⁾	A	⁽¹⁾	82,083	I	by Mascara Kaboom⁽⁵⁾
Common Stock	01/18/2017		J⁽¹⁾		880⁽¹⁾	A	⁽¹⁾	880	I	by Sr. Staff⁽⁵⁾
Common Stock	01/18/2017		J⁽¹⁾		3,199⁽¹⁾	A	⁽¹⁾	3,199	I	by ADC 2010⁽⁵⁾
Common Stock	01/18/2017		J⁽¹⁾		14,076⁽¹⁾	A	⁽¹⁾	14,076	I	by MGK 2011⁽⁵⁾
Common Stock	01/18/2017		J⁽¹⁾		20,306⁽¹⁾	A	⁽¹⁾	20,306	I	by Senior Staff 2008⁽⁵⁾
Common Stock	01/18/2017		J⁽¹⁾		20,306⁽¹⁾	A	⁽¹⁾	20,306	I	by Staff 2010⁽⁵⁾
Common Stock	01/18/2017		J⁽¹⁾		10,153⁽¹⁾	A	⁽¹⁾	10,153	I	by Incentive 2010⁽⁵⁾
Common Stock	01/18/2017		J⁽¹⁾		338,816⁽¹⁾	A	⁽¹⁾	338,816	I	by NRM V⁽⁵⁾
Common Stock	01/18/2017		J⁽¹⁾		199,682⁽¹⁾	A	⁽¹⁾	199,682	I	by NRM VI Holdings⁽⁵⁾
Common Stock	01/18/2017		J⁽¹⁾		3,637⁽¹⁾	A	⁽¹⁾	3,637	I	by NRM VII Holdings⁽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)

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)

1. Name and Address of Reporting Person^*

INTREXON CORP

(Last)

(First)

(Middle)

C/O LEGAL DEPARTMENT

20374 SENECA MEADOWS PARKWAY

(Street)

GERMANTOWN

20876

(City)

(State)

(Zip)

Explanation of Responses:

1. Intrexon Corporation ("Intrexon") declared a dividend of shares of AquaBounty Technologies, Inc. common stock held by it to its holders of record as of January 9, 2017 (the "Distribution").

2. In connection with the Distribution, Intrexon entered into a Stock Purchase Agreement with the issuer on November 7, 2016, pursuant to which Intrexon purchased 2,421,073 shares of common stock of the issuer in a private placement transaction on the date of the Distribution.

3. Randal J. Kirk, directly and through certain affiliates, has voting and dispositive power over a majority of the outstanding capital stock of Intrexon. 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.

4. Randal J. Kirk controls each of Third Security, R.J. Kirk DOT, 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.

5. 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 ("ADC 2010"), 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"), New River Management V, LP ("NRM V"), NRM VI Holdings I, LLC ("NRM VI Holdings") and NRM VII Holdings I, LLC ("NRM VII Holdings"). 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	01/20/2017
	/s/ Randal J. Kirk, CEO of Intrexon Corporation	01/20/2017
	** 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).
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