Third Security, LLC
1881 Grove Avenue
Radford, Virginia 24141
Attention: Marcus E. Smith, Esq.
(540) 633-7900
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CUSIP No. 46122T102
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Page 2 of 10
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
RANDAL J. KIRK
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) ☐
(b) ☒
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
PF
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
||
7
|
SOLE VOTING POWER
|
|
61,180,554
|
||
8
|
SHARED VOTING POWER
|
|
0
|
||
9
|
SOLE DISPOSITIVE POWER
|
|
61,180,554
|
||
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
61,180,554
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
|
☐
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
60.9%
|
|
14
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 46122T102
|
Page 3 of 10
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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
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) ☐
(b) ☒
|
|
3
|
SEC USE ONLY
|
|
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
Virginia
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
||
7
|
SOLE VOTING POWER
|
|
56,185,314
|
||
8
|
SHARED VOTING POWER
|
|
0
|
||
9
|
SOLE DISPOSITIVE POWER
|
|
56,185,314
|
||
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
56,185,314
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
55.9%
|
|
14
|
TYPE OF REPORTING PERSON
OO – limited liability company
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CUSIP No. 46122T102
|
Page 4 of 10
|
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
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) ☐
(b) ☒
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
WC
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Virginia
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
||
7
|
SOLE VOTING POWER
|
|
22,636,052
|
||
8
|
SHARED VOTING POWER
|
|
0
|
||
9
|
SOLE DISPOSITIVE POWER
|
|
22,636,052
|
||
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,636,052
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.5%
|
|
14
|
TYPE OF REPORTING PERSON
OO – limited liability company
|
CUSIP No. 46122T102
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Page 5 of 10
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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
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) ☐
(b) ☒
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
WC
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Virginia
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
||
7
|
SOLE VOTING POWER
|
|
13,340,645
|
||
8
|
SHARED VOTING POWER
|
|
0
|
||
9
|
SOLE DISPOSITIVE POWER
|
|
13,340,645
|
||
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,340,645
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.3%
|
|
14
|
TYPE OF REPORTING PERSON
OO – limited liability company
|
CUSIP No. 46122T102
|
Page 6 of 10
|
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
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) ☐
(b) ☒
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
WC
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Virginia
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
||
7
|
SOLE VOTING POWER
|
|
5,746,167
|
||
8
|
SHARED VOTING POWER
|
|
0
|
||
9
|
SOLE DISPOSITIVE POWER
|
|
5,746,167
|
||
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,746,167
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
|
|
14
|
TYPE OF REPORTING PERSON
OO – limited liability company
|
CUSIP No. 46122T102
|
Page 7 of 10
|
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
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) ☐
(b) ☒
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
WC
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Virginia
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
||
7
|
SOLE VOTING POWER
|
|
5,428,401
|
||
8
|
SHARED VOTING POWER
|
|
0
|
||
9
|
SOLE DISPOSITIVE POWER
|
|
5,428,401
|
||
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,428,401
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
|
|
14
|
TYPE OF REPORTING PERSON
OO – limited liability company
|
CUSIP No. 46122T102
|
Page 8 of 10
|
Item 4. | Purpose of Transaction. |
Item 5. | Interest in Securities of the Issuer. |
Reporting Person
|
|
Amount of
Common Stock
Beneficially
Owned
|
|
Percent
of Class
|
Sole Power
to Vote or
Direct
the Vote
|
|
Shared
Power to
Vote or
Direct
the Vote
|
Sole Power to
Dispose or to
Direct the
Disposition
|
|
Shared Power to
Dispose or to
Direct the
Disposition
|
||||||||||||||
Randal J. Kirk
|
61,180,554
|
60.9%
|
61,180,554
|
--
|
61,180,554
|
--
|
||||||||||||||||||
Third Security, LLC
|
56,185,314
|
55.9%
|
56,185,314
|
--
|
56,185,314
|
--
|
||||||||||||||||||
New River Management V, LP
|
22,636,052
|
22.5%
|
22,636,052
|
--
|
22,636,052
|
--
|
||||||||||||||||||
NRM VI Holdings I, LLC
|
13,340,645
|
13.3%
|
13,340,645
|
--
|
13,340,645
|
--
|
||||||||||||||||||
Kapital Joe, LLC
|
5,746,167
|
5.7%
|
5,746,167
|
--
|
5,746,167
|
--
|
||||||||||||||||||
Mascara Kaboom, LLC
|
5,428,401
|
5.4%
|
5,428,401
|
--
|
5,428,401
|
--
|
CUSIP No. 46122T102
|
Page 9 of 10
|
Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
Item 7. | Material to be Filed as Exhibits. |
Exhibit 1 | Joint Filing Agreement, dated as of January 5, 2015, 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
|
Page 10 of 10
|
/s/ Randal J. Kirk
|
||
Randal J. Kirk
|
||
THIRD SECURITY, LLC
|
||
By:
|
/s/ Randal J. Kirk
|
|
Randal J. Kirk
|
||
Manager
|
||
KAPITAL JOE, LLC
|
||
By:
|
/s/ Randal J. Kirk
|
|
Randal J. Kirk
|
||
Manager
|
||
MASCARA KABOOM, LLC
|
||
By:
|
/s/ Randal J. Kirk
|
|
Randal J. Kirk
|
||
Manager
|
||
NEW RIVER MANAGEMENT V, LP
|
||
By:
|
/s/ Randal J. Kirk
|
|
Randal J. Kirk
|
||
Manager
|
||
NRM VI HOLDINGS I, LLC
|
||
By:
|
/s/ Randal J. Kirk
|
|
Randal J. Kirk
|
||
Manager
|
Exhibit 1 | Joint Filing Agreement, dated as of January 5, 2015, 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. |