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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Warrant to Purchase Common Stock | $ 0.75 | 01/25/2013 | P | 1,200,000 | (3) | 01/25/2018 | Common Stock | 1,200,000 | (1) | 1,200,000 | I | by TS Senior Staff 2008 (2) | |||
| Warrant to Purchase Common Stock | $ 0.75 | 01/25/2013 | P | 1,200,000 | (3) | 01/25/2018 | Common Stock | 1,200,000 | (1) | 1,200,000 | I | by TS Staff 2010 (2) | |||
| Warrant to Purchase Common Stock | $ 0.75 | 01/25/2013 | P | 600,000 | (3) | 01/25/2018 | Common Stock | 600,000 | (1) | 600,000 | I | by TS Incentive 2010 (2) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| KIRK RANDAL J C/O THIRD SECURITY, LLC 1881 GROVE AVENUE RADFORD, VA 24141 |
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| /s/ Randal J. Kirk | 01/29/2013 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | On January 25, 2013, in a private placement the issuer issued Units at a price per Unit of $0.50 consisting of one share of common stock and a warrant to purchase 0.5 shares of common stock at an exercise price of $0.75 per share. The Units purchased in such offering by Third Security Senior Staff 2008 LLC ("TS Senior Staff 2008"), Third Security Staff 2010 LLC ("TS Staff 2010") and Third Security Incentive 2010 LLC ("TS Incentive 2010") resulted in ownership of shares of common stock and warrants as follows: 1,200,000 shares of common stock and 600,000 warrants by TS Senior Staff 2008, 1,200,000 shares of common stock and 600,000 warrants by TS Staff 2010 and 600,000 shares of common stock and 300,000 warrants by TS Incentive 2010. |
| (2) | Randal J. Kirk controls Third Security, LLC, which is the manager of each of TS Senior Staff, TS Staff 2010 and TS Incentive 2010. 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. |
| (3) | These warrants are exercisable immediately upon issuance. |