SEC Form 4 · accession 0001140361-16-079350

Fibrocell Science, Inc. · FCSC

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

Reporting owners

Randal J Kirk

10% Owner

INTREXON CORP

10% Owner

Period of report

Sep 7, 2016

Accepted (ET)

Sep 9, 2016 · 4:05 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000357097

Table I — non-derivative securities

No Table I lines on this filing.

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Convertible Promissory Note^F1,F2	—	Sep 7, 2016	P	—	A	—	—	Common Stock	—	—	I
Convertible Promissory Note^F1,F2	—	Sep 7, 2016	P	—	A	—	—	Common Stock	—	—	I
Convertible Promissory Note^F1,F2	—	Sep 7, 2016	P	—	A	—	—	Common Stock	—	—	I
Convertible Promissory Note^F1,F3	—	Sep 7, 2016	P	—	A	—	—	Common Stock	—	—	I
Warrant to Purchase Common Stock^F1,F2	$1.50	Sep 7, 2016	P	236,851	A	Mar 8, 2017	Sep 7, 2021	Common Stock	236,851	236,851	I
Warrant to Purchase Common Stock^F1,F2	$1.50	Sep 7, 2016	P	7,325	A	Mar 8, 2017	Sep 7, 2021	Common Stock	7,325	7,325	I
Warrant to Purchase Common Stock^F1,F2	$1.50	Sep 7, 2016	P	3,913,979	A	Mar 8, 2017	Sep 7, 2021	Common Stock	3,913,979	3,913,979	I
Warrant to Purchase Common Stock^F1,F3	$1.50	Sep 7, 2016	P	2,604,345	A	Mar 8, 2017	Sep 7, 2021	Common Stock	2,604,345	2,604,345	I

Explanation of responses

F1The 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.
F2Randal 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.
F3Randal 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.