☐
|
Rule 13d-1(b)
|
☐
|
Rule 13d-1(c)
|
☒
|
Rule 13d-1(d)
|
CUSIP No. 03211P103
|
13G
|
Page 2 of 9
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
RANDAL J. KIRK
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
UNITED STATES
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
46,785,712
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
24,000,000
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
46,785,712
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
24,000,000
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
70,785,712
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
25.4%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN
|
|
|
|||
|
|
CUSIP No. 03211P103
|
13G
|
Page 3 of 9
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
THIRD SECURITY, LLC
I.R.S. IDENTIFICATION NO.: 54-1923091
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
UNITED STATES
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
46,785,712
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
46,785,712
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
46,785,712
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
16.8%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO – limited liability company
|
|
|
|||
|
|
CUSIP No. 03211P103
|
13G
|
Page 4 of 9
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
NRM VII HOLDINGS I, LLC
I.R.S. IDENTIFICATION NO.: 27-1471440
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
VIRGINIA
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
46,785,712
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
46,785,712
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
46,785,712
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
16.8%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO – limited liability company
|
|
|
|||
|
|
CUSIP No. 03211P103
|
13G
|
Page 5 of 9
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
INTREXON CORPORATION
I.R.S. IDENTIFICATION NO.: 26-0084895
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
VIRGINIA
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
24,000,000
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
24,000,000
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
24,000,000
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
8.6%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
CUSIP No. 03211P103
|
13G
|
Page 6 of 9
|
(a)
|
Name of Issuer
AmpliPhi Biosciences Corporation
|
(b)
|
Address of Issuer’s Principal Executive Offices
4870 Sadler Road, Suite 300, Glen Allen, Virginia 23060
|
(a)
|
Name of Person Filing
|
(b)
|
Address of the Principal Office or, if none, residence
|
(c)
|
Citizenship
|
(d)
|
Title of Class of Securities
|
(e)
|
CUSIP Number
|
CUSIP No. 03211P103
|
13G
|
Page 7 of 9
|
Item 3.
|
If this statement is filed pursuant to §240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
|
Item 4.
|
Ownership.
|
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
|
70,785,712(1)
|
25.4%
|
46,785,712
|
24,000,000
|
46,785,712
|
24,000,000
|
||||||||||||||||||
Third Security, LLC(2)
|
46,785,712(1)
|
16.8%
|
46,785,712
|
--
|
46,785,712
|
--
|
||||||||||||||||||
NRM VII Holdings I, LLC
|
46,785,712(1)
|
16.8%
|
46,785,712
|
--
|
46,785,712
|
--
|
||||||||||||||||||
Intrexon Corporation
|
24,000,000
|
8.6%
|
--
|
24,000,000
|
--
|
24,000,000
|
(1) | Assumes the full exercise of the warrants issued to and held by NRM VII Holdings. |
(2) | Mr. Kirk controls Third Security, which is the Manager of an affiliate that manages NRM VII Holdings. |
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person.
|
CUSIP No. 03211P103
|
13G
|
Page 8 of 9
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
|
Item 8.
|
Identification and Classification of Members of the Group.
|
Item 9.
|
Notice of Dissolution of Group.
|
Item 10.
|
Certification.
|
CUSIP No. 03211P103
|
13G
|
Page 9 of 9
|
February 13, 2015
|
||
Date
|
||
/s/ Randal J. Kirk
|
||
Randal J. Kirk
|
||
THIRD SECURITY, LLC
|
||
By:
|
/s/ Randal J. Kirk
|
|
Randal J. Kirk
|
||
Manager
|
||
NRM VII HOLDINGS I, LLC
|
||
By:
|
/s/ Randal J. Kirk
|
|
Randal J. Kirk
|
||
Manager
|
||
INTREXON CORPORATION
|
||
By:
|
/s/ Randal J. Kirk
|
|
Randal J. Kirk
|
||
Chief Executive Officer |
Joint Filing Agreement, dated as of February 13, 2015, by and among Mr. Kirk, Third Security, NRM VII Holdings and Intrexon
|