AQUABOUNTY TECHNOLOGIES, INC.
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(Name of Issuer)
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Common Stock, par value $0.01 per share
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(Title of Class of Securities)
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UO387J108
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(CUSIP Number)
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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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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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Copy to:
Intrexon Corporation
Attention: Legal
20374 Seneca Meadows Parkway
Germantown, Maryland 20876
(301) 556-9809
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February 13, 2020
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(Date of Event which Requires Filing of this Statement)
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CUSIP No. UO387J108
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Page 2 of 9
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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 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
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PF
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5
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CHECK 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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14,251,753
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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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14,251,753
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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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14,251,753
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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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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44.6%
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14
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TYPE OF REPORTING PERSON
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IN
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CUSIP No. UO387J108
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Page 3 of 9
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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 GROUP
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(a)
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☐
|
||
(b)
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☒
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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
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WC
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5
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CHECK 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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14,049,193
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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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14,049,193
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|||
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||||
10
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SHARED DISPOSITIVE POWER
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0
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|||
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||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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|
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14,049,193
|
|
|
|||
|
|
||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
|
||
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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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44.0%
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14
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TYPE OF REPORTING PERSON
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OO – limited liability company |
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CUSIP No. UO387J108
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Page 4 of 9
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1
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NAMES OF REPORTING PERSONS
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TS AQUACULTURE LLC
I.R.S. IDENTIFICATION NO.: 84-3478741 |
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
|
(a)
|
☐
|
||
(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
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WC |
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||||
5
|
CHECK 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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8,239,199
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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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8,239,199
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|||
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||||
10
|
SHARED DISPOSITIVE POWER
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0
|
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|||
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|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
8,239,199
|
|
|
|||
|
|
||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐
|
||
|
|
||||
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|
||||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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25.8%
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14
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TYPE OF REPORTING PERSON
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OO – limited liability company
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CUSIP No. UO387J108
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Page 5 of 9
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1
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NAMES OF REPORTING PERSONS
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TS BIOTECHNOLOGY HOLDINGS, LLC
I.R.S. IDENTIFICATION NO.: 84-4504203
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
|
(a)
|
☐
|
||
(b)
|
☒ | ||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
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|||
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|
||||
4
|
SOURCE OF FUNDS
|
|
|
||
WC
|
|
|
|||
|
|
||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
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Virginia
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|||
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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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5,175,000 |
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|||
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||||
8
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SHARED VOTING POWER
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0
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|||
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||||
9
|
SOLE DISPOSITIVE POWER
|
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|
||
5,175,000
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|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
5,175,000
|
|
|
|||
|
|
||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
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16.2% |
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|||
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||||
14
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TYPE OF REPORTING PERSON
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CO
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CUSIP No. UO387J108
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Page 6 of 9
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Item 3. |
Source and Amount of Funds or Other Consideration.
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Item 4. |
Purpose of Transaction.
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CUSIP No. UO387J108
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Page 7 of 9
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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
|
||||||||||||||||||
Randal J. Kirk
|
14,251,753
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(1)
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44.6
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%
|
14,251,753
|
(1)
|
--
|
14,251,753
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(1)
|
--
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||||||||||||||
Third Security, LLC
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14,049,193
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(2)
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44.0
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%
|
14,049,193
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(2)
|
--
|
14,049,193
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(2)
|
--
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||||||||||||||
TS AquaCulture LLC
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8,239,199
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(2)
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25.8
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%
|
8,239,199
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(2)
|
--
|
8,239,199
|
(2)
|
--
|
||||||||||||||
TS Biotechnology Holdings, LLC
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5,175,000
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(2)
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16.2
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%
|
5,175,000
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(2)
|
--
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5,175,000
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(2)
|
--
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(1) |
Includes 202,560 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.
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CUSIP No. UO387J108
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Page 8 of 9
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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, including TS AquaCulture and TS Biotechnology.
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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 February 18, 2020, by and between Mr. Kirk, Third Security, TS AquaCulture, and TS Biotechnology
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CUSIP No. UO387J108
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Page 9 of 9
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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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TS AQUACULTURE LLC
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||
By:
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/s/ Randal J. Kirk
|
|
Randal J. Kirk
|
||
Manager
|
TS BIOTECHNOLOGY HOLDINGS, LLC
|
||
By:
|
/s/ Randal J. Kirk
|
|
Randal J. Kirk
|
||
Manager
|
Joint Filing Agreement, dated as of February 18, 2020, by and between Mr. Kirk, Third Security, TS AquaCulture and TS Biotechnology
|
/s/ Randal J. Kirk
|
|
Randal J. Kirk
|
THIRD SECURITY, LLC
|
||
By:
|
/s/ Randal J. Kirk
|
|
Randal J. Kirk
|
||
Manager
|
TS AQUACULTURE LLC
|
||
By:
|
/s/ Randal J. Kirk
|
|
Randal J. Kirk
|
||
Manager
|
TS BIOTECHNOLOGY HOLDINGS, LLC
|
||
By:
|
/s/ Randal J. Kirk
|
|
Randal J. Kirk
|
||
Manager
|