CUSIP No. 46122T102
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Page 2 of 13
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
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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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7
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SOLE VOTING POWER
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62,578,335
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NUMBER OF
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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0
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EACH
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REPORTING
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9
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SOLE DISPOSITIVE POWER
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PERSON WITH
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62,578,335
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
62,578,335
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12
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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)
63.4%
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14
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 46122T102
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Page 3 of 13
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
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
(a) o
(b) x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Virginia
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7
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SOLE VOTING POWER
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57,596,340
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NUMBER OF
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8
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SHARED VOTING POWER
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SHARES
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BENEFICIALLY
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0
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OWNED BY
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON WITH
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57,596,340
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
57,596,340
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
58.3%
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14
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TYPE OF REPORTING PERSON
OO – limited liability company
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CUSIP No. 46122T102
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Page 4 of 13
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
NEW RIVER MANAGEMENT V, LP
I.R.S. IDENTIFICATION NO.: 56-2652938
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) o
(b) x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Virginia
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||
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7
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SOLE VOTING POWER
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22,636,052
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NUMBER OF
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8
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SHARED VOTING POWER
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SHARES
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BENEFICIALLY
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0
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OWNED BY
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON WITH
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22,636,052
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,636,052
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.9%
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14
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TYPE OF REPORTING PERSON
OO – limited liability company
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CUSIP No. 46122T102
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Page 5 of 13
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
NRM VI HOLDINGS I, LLC
I.R.S. IDENTIFICATION NO.: 27-1471440
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) o
(b) x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Virginia
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7
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SOLE VOTING POWER
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13,340,645
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NUMBER OF
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8
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SHARED VOTING POWER
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SHARES
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BENEFICIALLY
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0
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OWNED BY
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON WITH
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13,340,645
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,340,645
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.5%
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14
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TYPE OF REPORTING PERSON
OO – limited liability company
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CUSIP No. 46122T102
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Page 6 of 13
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
KAPITAL JOE, LLC
I.R.S. IDENTIFICATION NO.: 45-2595931
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) o
(b) x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Virginia
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7
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SOLE VOTING POWER
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5,746,167
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NUMBER OF
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8
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SHARED VOTING POWER
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SHARES
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BENEFICIALLY
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0
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OWNED BY
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON WITH
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5,746,167
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,746,167
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8%
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14
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TYPE OF REPORTING PERSON
OO – limited liability company
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CUSIP No. 46122T102
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Page 7 of 13
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
MASCARA KABOOM, LLC
I.R.S. IDENTIFICATION NO.: 46-1263883
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) o
(b) x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Virginia
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7
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SOLE VOTING POWER
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5,428,401
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NUMBER OF
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8
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SHARED VOTING POWER
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SHARES
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BENEFICIALLY
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0
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OWNED BY
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON WITH
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5,428,401
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,428,401
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5%
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14
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TYPE OF REPORTING PERSON
OO – limited liability company
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CUSIP No. 46122T102
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Page 8 of 13
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Item 1. | Security and Issuer. |
Item 2. | Identity and Background. |
CUSIP No. 46122T102
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Page 9 of 13
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Item 4. | Purpose of Transaction. |
CUSIP No. 46122T102
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Page 10 of 13
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Item 5. | Interest in Securities of the Issuer. |
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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62,578,335
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63.4
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%
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62,578,335
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--
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62,578,335
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--
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Third Security, LLC
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57,596,340
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58.3
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%
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57,596,340
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--
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47,151,265
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--
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New River Management V, LP
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22,636,052
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22.9
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%
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22,636,052
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--
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22,636,052
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--
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NRM VI Holdings I, LLC
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13,340,645
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13.5
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%
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13,340,645
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--
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13,340,645
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--
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Kapital Joe, LLC
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5,746,167
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5.8
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%
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5,746,167
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--
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5,746,167
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--
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Mascara Kaboom, LLC
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5,428,401
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5.5
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%
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5,428,401
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--
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5,428,401
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--
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CUSIP No. 46122T102
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Page 11 of 13
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Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
CUSIP No. 46122T102
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Page 12 of 13
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Item 7. | Material to be Filed as Exhibits. |
Exhibit 1 | Common Stock Purchase Agreement, dated March 26, 2014, by and between Intrexon Corporation (the “Company”) and NRM VII Holdings I, LLC (filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K/A, dated March 26, 2014 and filed April 4, 2014, and incorporated herein by reference) |
Exhibit 2 | Eighth Amended and Restated Investors’ Rights Agreement, dated March 1, 2013 (filed as Exhibit 4.3 to the Company’s Current Report on Form 10-K, dated December 31, 2013 and filed March 31, 2014 which incorporates by reference Exhibit 4.3 to the Company’s Registration Statement on Form S-1 filed on July 9, 2013) |
Exhibit 3 | Joint Filing Agreement, dated as of April 7, 2014, by and among Randal J. Kirk, Third Security, LLC, Kapital Joe, LLC, Mascara Kaboom, LLC, New River Management V, LP and NRM VI Holdings I, LLC. |
CUSIP No. 46122T102
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Page 13 of 13
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Date: April 7, 2014
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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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KAPITAL JOE, 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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MASCARA KABOOM, 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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NEW RIVER MANAGEMENT V, LP
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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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NRM VI HOLDINGS I, 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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Exhibit 1 | Common Stock Purchase Agreement, dated March 26, 2014, by and between Intrexon Corporation (the “Company”) and NRM VII Holdings I, LLC (filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K/A, dated March 26, 2014 and filed April 4, 2014, and incorporated herein by reference) |
Exhibit 2 | Eighth Amended and Restated Investors’ Rights Agreement, dated March 1, 2013 (filed as Exhibit 4.3 to the Company’s Current Report on Form 10-K, dated December 31, 2013 and filed March 31, 2014 which incorporates by reference Exhibit 4.3 to the Company’s Registration Statement on Form S-1 filed on July 9, 2013) |
Exhibit 3 | Joint Filing Agreement, dated as of April 7, 2014, by and among Randal J. Kirk, Third Security, LLC, Kapital Joe, LLC, Mascara Kaboom, LLC, New River Management V, LP and NRM VI Holdings I, LLC. |