SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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 (Last) (First) (Middle) C/O THIRD SECURITY, LLC 1881 GROVE AVENUE (Street) RADFORD VA 24141 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/09/2012	3. Issuer Name and Ticker or Trading Symbol Fibrocell Science, Inc. [ FCSC ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	200,000,000(1)	I	by NRM VII Holdings(2)
Common Stock	32,938,000(3)	I	by Intrexon Corporation(4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* KIRK RANDAL J (Last) (First) (Middle) C/O THIRD SECURITY, LLC 1881 GROVE AVENUE (Street) RADFORD VA 24141 (City) (State) (Zip)

1. Name and Address of Reporting Person* NRM VII Holdings I, LLC (Last) (First) (Middle) C/O THIRD SECURITY, LLC 1881 GROVE AVENUE (Street) RADFORD VA 24141 (City) (State) (Zip)

1. Name and Address of Reporting Person* INTREXON CORP (Last) (First) (Middle) C/O LEGAL DEPARTMENT 20358 SENECA MEADOWS PARKWAY (Street) GERMANTOWN MD 20876 (City) (State) (Zip)

Explanation of Responses:

1. Shares were issued in connection with a Securities Purchase Agreement between the issuer and certain accredited investors dated October 5, 2012 (the "Offering"). An aggregate of 450,000,000 shares of common stock of the issuer were sold to the purchasers at a purchase price of $0.10 per share for a total offering amount of $45.0 million. As of October 10, 2012, the Company had received $43.0 million in gross proceeds from the Offering with the remaining $2.0 million in subscribed proceeds expected to be received by mid-November from a single foreign investor.

2. Randal J. Kirk controls NRM VII Holdings I, LLC ("NRM VII Holdings"). Shares held by this entity 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.

3. Shares were issued as partial consideration in connection with an Exclusive Channel Collaboration Agreement dated October 5, 2012 between the issuer and Intrexon Corporation pursuant to a Stock Issuance Agreement dated October 5, 2012 between the issuer and Intrexon Corporation.

4. Randal J. Kirk, directly and through certain affiliates, has voting and dispositive power over a majority of the outstanding capital stock of Intrexon Corporation. Mr. Kirk may therefore be deemed to have voting and dispositive power over the shares of the issuer owned by Intrexon Corporation. Shares held by Intrexon Corporation 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.

Remarks:

	/s/ Randal J. Kirk	10/15/2012
	/s/ Randal J. Kirk, CEO Intrexon Corporation	10/15/2012
	** Signature of Reporting Person	Date
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