SEC Form 4 · accession 0001578563-15-000003

Nuo Therapeutics, Inc. · AURX

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owners

B. Jefferson Clark

10% Owner · Other

Aldagen Holdings, LLC

10% Owner · Other

William W Brooke

10% Owner · Other

Period of report

Jan 13, 2015

Accepted (ET)

Jan 15, 2015 · 4:52 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001091596

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	Jan 13, 2015	S	14,000	$0.35	D	12,340,362	D
Common Stock^F1	Jan 14, 2015	S	153,467	$0.35	D	12,186,895	D
Common Stock^F2	holding	—	—		—	108,830	I	See Footnote 2
Common Stock^F3	holding	—	—		—	157,276	I	See Footnote 3
Common Stock^F4	holding	—	—		—	175,533	I	See Footnote 4
Common Stock^F5	holding	—	—		—	429,404	I	See Footnote 5
Common Stock^F6	holding	—	—		—	60,494	I	See Footnote 6

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Warrant (right to buy)^F2	$0.75	holding	—	—	—	Feb 22, 2013	Feb 21, 2018	Common Stock	15,616	15,616	I
Warrant (right to buy)^F3	$0.75	holding	—	—	—	Feb 22, 2013	Feb 21, 2018	Common Stock	22,567	22,567	I
Warrant (right to buy)^F4	$0.75	holding	—	—	—	Feb 22, 2013	Feb 21, 2018	Common Stock	63,636	63,636	I
Warrant (right to buy)^F5	$0.75	holding	—	—	—	Feb 22, 2013	Feb 21, 2018	Common Stock	63,636	63,636	I
Warrant (right to buy)^F6	$0.75	holding	—	—	—	Feb 22, 2013	Feb 21, 2018	Common Stock	12,727	12,727	I

Explanation of responses

F1The reportable securities are owned directly by Aldagen Holdings, LLC ("Holdings"). The shares directly held by Holdings are indirectly held by the individual managing members of Holdings (each a "Holdings Managing Member" and collectively, the "Holdings Managing Members"). The Holdings Managing Members are B. Jefferson Clark and William Brooke. The Holdings Managing Members may share voting and dispositive power over the shares directly held by Holdings. Each Holdings Managing Member disclaims beneficial ownership of these securities and this report is not an admission that any Holdings Managing Member is a beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of his or her pecuniary interest therein.
F2The reportable securities are owned directly by Harbinger/Aurora Venture Fund, L.L.C. ("Harbinger Venture Fund"), and indirectly by Harbinger/Aurora Ventures, L.L.C. ("Harbinger Ventures LLC"), as the managing member of Harbinger Venture Fund. Mr. Clark is the president of Harbinger Ventures LLC and a managing member of Holdings. Harbinger Ventures LLC and Harbinger Venture Fund may share voting and dispositive power over the shares directly held by Harbinger Venture Fund. Mr. Clark disclaims beneficial ownership of these securities and this report is not an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of his pecuniary interest therein.
F3The reportable securities are owned directly by Harbinger/Aurora QP Venture Fund, L.L.C. ("Harbinger QP"), and indirectly by Harbinger Ventures LLC, as the managing member of Harbinger QP. Harbinger Ventures LLC and Harbinger QP may share voting and dispositive power over the shares directly held by Harbinger QP. Mr. Clark disclaims beneficial ownership of these securities and this report is not an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of his pecuniary interest therein.
F4The reportable securities are owned directly by Harbert Venture Partners (Annex Fund), L.L.C. ("Harbert Venture Fund"), indirectly by Harbert Venture Partners MM, LLC ("Harbert Venture Partners LLC"), as the sole managing member of Harbert Venture Fund, and indirectly by Will Brooke, as managing partner of Harbert Venture Partners LLC. Mr. Brooke is a managing member of Holdings. Harbert Venture Fund, Harbert Venture Partners LLC, and Mr. Brooke may share voting and dispositive power over the shares directly held by Harbert Venture Fund. Mr. Brooke disclaims beneficial ownership of these securities and this report is not an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of his pecuniary interest therein.
F5The reportable securities are owned directly by ALD Co-Investor, LLC ("ALD"), indirectly by Harbert Venture Partners LLC, as the sole managing member of ALD, and indirectly by Mr. Brooke, as managing partner of Harbert Venture Partners LLC. ALD, Harbert Venture Partners LLC, and Mr. Brooke may share voting and dispositive power over the shares directly held by ALD. Mr. Brooke disclaims beneficial ownership of these securities and this report is not an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of his pecuniary interest therein.
F6The reportable securities are owned directly by Aurora Enrichment Fund, L.L.C. ("Aurora"), and indirectly by Aurora Enrichment Management Company, L.L.C. ("Aurora Management Co"), as the managing member of Aurora, and each of the individual managing members of Aurora Management Co. The individual managing members (each an "Aurora Manager" and collectively, the "Aurora Managers") of Aurora Management Co are Messrs. Clark and Albert. Mr. Clark is the manager of Aurora Management Co and a managing member of Holdings. Aurora Management Co, Aurora, and the Aurora Managers may share voting and dispositive power over the shares directly held by Aurora. Each Aurora Manager disclaims beneficial ownership of these securities and this report is not an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of his pecuniary interest therein.