SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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. Issuer Name and Ticker or Trading Symbol
Fibrocell Science, Inc. [ FCSC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/07/2016
4. 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 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)
Code V Amount (A) or (D) Price
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Convertible Promissory Note (1) 09/07/2016 P $236,851 (1) (1) Common Stock (1) (1) $236,851(1) I by Kapital Joe(2)
Convertible Promissory Note (1) 09/07/2016 P $7,325 (1) (1) Common Stock (1) (1) $7,325(1) I by Mascara Kaboom(2)
Convertible Promissory Note (1) 09/07/2016 P $3,913,979 (1) (1) Common Stock (1) (1) $3,913,979(1) I by NRM VII Holdings(2)
Convertible Promissory Note (1) 09/07/2016 P $2,604,345 (1) (1) Common Stock (1) (1) $2,604,345(1) I by Intrexon(3)
Warrant to Purchase Common Stock $1.5 09/07/2016 P 236,851 03/08/2017(1) 09/07/2021 Common Stock 236,851 (1) 236,851 I by Kapital Joe(2)
Warrant to Purchase Common Stock $1.5 09/07/2016 P 7,325 03/08/2017(1) 09/07/2021 Common Stock 7,325 (1) 7,325 I by Mascara Kaboom(2)
Warrant to Purchase Common Stock $1.5 09/07/2016 P 3,913,979 03/08/2017(1) 09/07/2021 Common Stock 3,913,979 (1) 3,913,979 I by NRM VII Holdings(2)
Warrant to Purchase Common Stock $1.5 09/07/2016 P 2,604,345 03/08/2017(1) 09/07/2021 Common Stock 2,604,345 (1) 2,604,345 I by Intrexon(3)
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*
INTREXON CORP

(Last) (First) (Middle)
C/O LEGAL DEPARTMENT
20374 SENECA MEADOWS PARKWAY

(Street)
GERMANTOWN MD 20876

(City) (State) (Zip)
Explanation of Responses:
1. The Convertible Promissory Notes bear interest at a rate of 4% per annum with a maturity date of the earlier of (i) September 7, 2026 and (ii) 180 days after the date on which the issuer's product candidate, FCX-007, is approved by the United States Food and Drug Administration. The Notes are convertible at the option of each holder into shares of common stock at a conversion price of $1.13625. In connection with the purchase of the Notes, each holder also received a warrant to purchase one share of the issuer's common stock per one dollar invested at a price per share of $1.50. The Notes and Warrants each contain an ownership limitation requiring the investors to provide 61-days' advance written notice prior to conversion or exercise, respectively.
2. 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.
3. Randal J. Kirk, directly and through certain affiliates, has voting and dispositive power over a majority of the outstanding capital stock of Intrexon Corporation ("Intrexon"). 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.
/s/ Randal J. Kirk, CEO of Intrexon Corporation 09/09/2016
/s/ Randal J. Kirk 09/09/2016
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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