Edgar Filing: Precipio, Inc.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

KIRK RANDAL J

2. Issuer Name and Ticker or Trading Symbol
Precipio, Inc. [TBIO]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O THIRD SECURITY, LLC, 1881 GROVE AVENUE

3. Date of Earliest Transaction (Month/Day/Year)
06/29/2017

(Street)

RADFORD, VA 24141

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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	06/29/2017		C		141,052	A	$ 15 ⁽¹⁾	215,394 ⁽⁴⁾	I	by Senior Staff 2008 ⁽⁵⁾
Common Stock	06/29/2017		C		2,862	A	⁽³⁾	218,256	I	by Senior Staff 2008 ⁽⁵⁾
Common Stock	06/29/2017		C		141,052	A	$ 15 ⁽¹⁾	189,173 ⁽⁴⁾	I	by Staff 2010 ⁽⁵⁾
Common Stock	06/29/2017		C		1,431	A	⁽³⁾	190,604	I	by Staff 2010 ⁽⁵⁾
Common Stock	06/29/2017		C		70,526	A	$ 15 ⁽¹⁾	107,697 ⁽⁴⁾	I	by Incentive 2010 ⁽⁵⁾
Common Stock	06/29/2017		C		1,431	A	⁽³⁾	109,128	I	by Incentive 2010 ⁽⁵⁾
Common Stock	06/29/2017		C		1,431	A	⁽³⁾	27,651 ⁽⁴⁾	I	by Staff 2014 ⁽⁵⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Convertible Promissory Note

$ 15 ⁽¹⁾

06/29/2017

$ 2,115,784

⁽¹⁾

Common Stock

141,052 ⁽¹⁾

⁽¹⁾

141,052 ⁽¹⁾

by Senior Staff 2008 ⁽⁵⁾

Convertible Promissory Note

$ 3.74 ⁽¹⁾

06/29/2017

$ 1,200,000

⁽¹⁾

Series A Senior Convertible Preferred Stock

321,170 ⁽¹⁾

⁽¹⁾

321,170 ⁽¹⁾

by Senior Staff 2008 ⁽⁵⁾

Series A Senior Convertible Preferred Stock

⁽²⁾

06/29/2017

321,170

06/29/2017

⁽²⁾

Common Stock

321,170 ⁽¹⁾

$ 3.74

321,170 ⁽¹⁾

by Senior Staff 2008 ⁽⁵⁾

Series A-1 Convertible Preferred Stock

⁽³⁾

06/29/2017

85,882

⁽³⁾

Common Stock

2,862 ⁽³⁾ ⁽⁴⁾

⁽³⁾

by Senior Staff 2008 ⁽⁵⁾

Convertible Promissory Note

$ 15 ⁽¹⁾

06/29/2017

$ 2,115,784

⁽¹⁾

Common Stock

141,052 ⁽¹⁾

⁽¹⁾

141,052 ⁽¹⁾

by Staff 2010 ⁽⁵⁾

Convertible Promissory Note

$ 3.74 ⁽¹⁾

06/29/2017

$ 1,200,000

⁽¹⁾

Series A Senior Convertible Preferred Stock

321,170 ⁽¹⁾

⁽¹⁾

321,170 ⁽¹⁾

by Staff 2010 ⁽⁵⁾

Series A Senior Convertible Preferred Stock

⁽²⁾

06/29/2017

321,170

06/29/2017

⁽²⁾

Common Stock

321,170 ⁽¹⁾

$ 3.74

321,170 ⁽¹⁾

by Staff 2010 ⁽⁵⁾

Series A-1 Convertible Preferred Stock

⁽³⁾

06/29/2017

42,941

⁽³⁾

Common Stock

1,431 ⁽³⁾ ⁽⁴⁾

⁽³⁾

by Staff 2010 ⁽⁵⁾

Convertible Promissory Note

$ 15 ⁽¹⁾

06/29/2017

$ 1,057,892

⁽¹⁾

Common Stock

70,526 ⁽¹⁾

⁽¹⁾

70,526 ⁽¹⁾

by Incentive 2010 ⁽⁵⁾

Convertible Promissory Note

$ 3.74 ⁽¹⁾

06/29/2017

$ 600,000

⁽¹⁾

Series A Senior Convertible Preferred Stock

160,585 ⁽¹⁾

⁽¹⁾

160,585 ⁽¹⁾

by Incentive 2010 ⁽⁵⁾

Series A Senior Convertible Preferred Stock

⁽²⁾

06/29/2017

160,585

06/29/2017

⁽²⁾

Common Stock

160,585 ⁽¹⁾

$ 3.74

160,585 ⁽¹⁾

by Incentive 2010 ⁽⁵⁾

Series A-1 Convertible Preferred Stock

⁽³⁾

06/29/2017

42,941

⁽³⁾

Common Stock

1,431 ⁽³⁾ ⁽⁴⁾

⁽³⁾

by Incentive 2010 ⁽⁵⁾

Series A-1 Convertible Preferred Stock

⁽³⁾

06/29/2017

42,941

⁽³⁾

Common Stock

1,431 ⁽³⁾ ⁽⁴⁾

⁽³⁾

by Staff 2014 ⁽⁵⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
KIRK RANDAL J C/O THIRD SECURITY, LLC 1881 GROVE AVENUE RADFORD, VA 24141		X

Signatures

/s/ Randal J. Kirk		07/03/2017
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	In connection with the merger between Transgenomic, Inc. and Precipio Diagnostics, LLC, effective June 29, 2017 (the "Merger"), the Convertible Promissory Notes (the "Notes") held by Third Security Senior Staff 2008 LLC ("Senior Staff 2008"), Third Security Staff 2010 LLC ("Staff 2010") and Third Security Incentive 2010 LLC ("Incentive 2010"), in the principal amount of $7.243 million, plus $1.026 million of accrued interest, became convertible and were converted into 352,630 shares of common stock of the issuer and 802,925 shares of Series A Senior Convertible Preferred Stock ("New Preferred Stock") of the issuer, with each entity receiving the respective number of shares set forth in Table II. The maturity date of the Notes was November 1, 2017.
(2)	The New Preferred Stock is convertible at the discretion of the holder into shares of issuer common stock on a 1-for-1 basis, with no expiration date.
(3)	In connection with the Merger, the indicated shares represent the number of shares received upon conversion of the issuer's Series A-1 Convertible Preferred Stock into shares of common stock, on a 1-for-1 basis. The Shares of Series A-1 Convertible Preferred Stock were immediately exercisable and had no expiration date.
(4)	The indicated number of common shares is reflective of a 1-for-30 reverse stock split effected by the issuer on June 13, 2017.
(5)	Randal J. Kirk controls each of Senior Staff 2008, Staff 2010, Incentive 2010 and Staff 2014. 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.

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