SEC Form 4 · accession 0001578563-15-000012

Nuo Therapeutics, Inc. · AURX

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

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1Distribution by Aldagen Holdings, LLC ("Holdings") to independent third party in exchange for professional services rendered.
• F2The reportable securities are owned directly by 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.
• F3On November 11, 2014, Holdings became entitled to receive 1,270,000 shares of Issuer's common stock pursuant to a post-closing milestone provision in the Exchange and Purchase Agreement (as amended, the "Agreement") among the Issuer, Aldagen, Inc. and Holdings, dated February 8, 2012, as amended by the Second Amendment dated November 11, 2014 (the "Second Amendment"). The Agreement provided that Holdings receive additional shares, for no additional consideration, if Issuer achieved specified research milestones. Pursuant to the Second Amendment, Holdings agreed to receive 1,270,000 shares in full satisfaction of all obligations Issuer held pursuant to the post-closing milestone provisions in the Agreement. The price per share set forth in the Agreement is $1.1817, as agreed upon by the parties to the Agreement on February 8, 2012. Holdings's right to receive additional shares became fixed and irrevocable on November 11, 2014, the effective date of the Second Amendment.
• F4The 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.
• F5The 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.
• F6The 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.
• F7The 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.
• F8The 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.