SEC Form SC 13D/A filed by AquaBounty Technologies Inc. (Amendment)
AQUABOUNTY TECHNOLOGIES, INC.
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(Name of Issuer)
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Common Stock, par value $0.01 per share
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(Title of Class of Securities)
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UO387J108
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(CUSIP Number)
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Third Security, LLC
1881 Grove Avenue
Radford, Virginia 24141
Attention: Marcus E. Smith, Esq.
(540) 633-7900
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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Copy to:
Troutman Pepper Hamilton Sanders LLP
1001 Haxall Point
Richmond, Virginia 23219
Attention: David I. Meyers, Esq.
John Owen Gwathmey, Esq.
(804) 697-1200
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June 5, 2023
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(Date of Event which Requires Filing of this Statement)
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CUSIP No. UO387J108
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Page 2 of 6
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1
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NAMES OF REPORTING PERSONS
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RANDAL J. KIRK
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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PF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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4,485,302
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8
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SHARED VOTING POWER
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0 |
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9
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SOLE DISPOSITIVE POWER
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4,485,302
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10
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SHARED DISPOSITIVE POWER
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0 |
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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4,485,302
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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6.3%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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CUSIP No. UO387J108
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Page 3 of 6
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Item 4.
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Purpose of Transaction.
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(a)
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The acquisition by any person of additional securities of the Company, or the disposition of securities of the Company;
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(b)
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An extraordinary corporate transaction such as a merger, reorganization or disposition, involving the Company or any of its subsidiaries;
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(c)
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A sale or transfer of a material amount of assets of the Company or any of its subsidiaries;
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(d)
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Any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;
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(e)
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Any material change in the present capitalization or dividend policy of the Company;
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CUSIP No. UO387J108
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Page 4 of 6
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(f)
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Any other material change in the Company’s business or corporate structure, including but not limited to, if the Company is a registered closed-end investment company, any plans or proposals to make any
changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940;
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(g)
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Changes in the Company’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person;
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(h)
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Causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national
securities association;
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(i)
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A class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or
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(j)
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Any action similar to any of those actions enumerated above.
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Item 5.
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Interest in Securities of the Issuer.
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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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4,485,302
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(1)
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6.3
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%
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4,485,302
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(1)
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--
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4,485,302
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(1)
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--
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(1) |
The indicated shares are owned by various entities controlled by Mr. Kirk, none of which beneficially owns more than 5.0% individually. Mr. Kirk could be deemed to have indirect beneficial ownership of the
shares of Common Stock directly beneficially owned by these entities.
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CUSIP No. UO387J108
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Page 5 of 6
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Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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CUSIP No. UO387J108
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Page 6 of 6
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Date: June 7, 2023
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/s/ Randal J. Kirk
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Randal J. Kirk
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