Statement of Changes in Beneficial Ownership (4)
December 13 2017 - 5:29PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
KIRK RANDAL J
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2. Issuer Name
and
Ticker or Trading Symbol
Fibrocell Science, Inc.
[
FCSC
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O THIRD SECURITY, LLC, 1881 GROVE AVENUE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
12/11/2017
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(Street)
RADFORD, VA 24141
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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12/11/2017
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P
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2567121
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A
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$0.77
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5773626
(1)
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I
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by NRM VII Holdings
(2)
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Common Stock
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12/11/2017
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P
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155347
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A
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$0.77
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349386
(1)
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I
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by Kapital Joe
(2)
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Common Stock
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12/11/2017
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P
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4805
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A
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$0.77
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10806
(1)
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I
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by Mascara Kaboom
(2)
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Common Stock
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2133595
(1)
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I
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by Intrexon
(3)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Warrant to Purchase Common Stock
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$0.77
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12/11/2017
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P
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2567121
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12/11/2017
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12/11/2022
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Common Stock
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2567121
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(4)
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2567121
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I
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by NRM VII Holdings
(2)
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Warrant to Purchase Common Stock
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$0.77
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12/11/2017
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P
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155347
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12/11/2017
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12/11/2022
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Common Stock
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155347
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(4)
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155347
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I
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by Kapital Joe
(2)
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Warrant to Purchase Common Stock
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$0.77
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12/11/2017
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P
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4805
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12/11/2017
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12/11/2022
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Common Stock
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4805
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(4)
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4805
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I
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by Mascara Kaboom
(2)
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Explanation of Responses:
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(1)
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The indicated number of common shares is reflective of a 1-for-3 reverse stock split effected by the issuer on March 13, 2017.
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(2)
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Randal J. Kirk controls Kapital Joe, LLC ("Kapital Joe"), Mascara Kaboom, LLC ("Mascara Kaboom") and NRM VII Holdings I, LLC ("NRM VII Holdings"). Shares held by these entities may be deemed to be indirectly 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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(3)
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Randal J. Kirk, directly and through certain affiliates, is the largest shareholder of Intrexon Corporation ("Intrexon") and serves as Intrexon's Chairman of the Board and Chief Executive Officer. Mr. Kirk may therefore be deemed to have voting and dispositive power over the shares of the issuer owned by Intrexon. Shares held by Intrexon may be deemed to be indirectly 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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(4)
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The indicated number of warrants to purchase common stock of the issuer were received in connection with the purchase of common stock in an underwritten public offering of the issuer, which closed on December 11, 2017 (the "Offering"). In the Offering, each share of common stock was sold together with a common warrant to purchase one share of common stock at a combined effective price of $0.77 per share and accompanying common warrant.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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KIRK RANDAL J
C/O THIRD SECURITY, LLC
1881 GROVE AVENUE
RADFORD, VA 24141
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X
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INTREXON CORP
C/O LEGAL DEPARTMENT
20374 SENECA MEADOWS PARKWAY
GERMANTOWN, MD 20876
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X
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Signatures
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/s/ Randal J. Kirk, CEO of Intrexon Corporation
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12/13/2017
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**
Signature of Reporting Person
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Date
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/s/ Randal J. Kirk
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12/13/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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