SEC Form 4 · accession 0001140361-17-011602

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

Mar 8, 2017

Accepted (ET)

Mar 10, 2017 · 3:32 pm EST

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
Series A Convertible Preferred^F1,F2	$0.7757	Mar 8, 2017	P	106	A	—	—	Common Stock	136,634	136,634	I
Series A Convertible Preferred^F1,F2	$0.7757	Mar 8, 2017	P	3	A	—	—	Common Stock	3,867	3,867	I
Series A Convertible Preferred^F1,F2	$0.7757	Mar 8, 2017	P	1,746	A	—	—	Common Stock	2,250,594	2,250,594	I
Series A Convertible Preferred^F1,F3	$0.7757	Mar 8, 2017	P	1,161	A	—	—	Common Stock	1,496,529	1,496,529	I
Warrant to Purchase Common Stock^F1,F2	$0.8459	Mar 8, 2017	P	136,634	A	—	—	Common Stock	136,634	136,634	I
Warrant to Purchase Common Stock^F1,F2	$0.8459	Mar 8, 2017	P	3,867	A	—	—	Common Stock	3,867	3,867	I
Warrant to Purchase Common Stock^F1,F2	$0.8459	Mar 8, 2017	P	2,250,594	A	—	—	Common Stock	2,250,594	2,250,594	I
Warrant to Purchase Common Stock^F1,F3	$0.8459	Mar 8, 2017	P	1,496,529	A	—	—	Common Stock	1,496,529	1,496,529	I

Explanation of responses

F1On March 7, 2017, the issuer entered into a Securities Purchase Agreement (the "Purchase Agreement") with certain of its existing investors pursuant to which the issuer agreed to sell a total of 8,000 units (the "Units") for a purchase price of $1,000 per Unit, with each Unit consisting of (i) one share of the issuers Series A Convertible Preferred Stock with an initial stated value of $1,000 and is immediately convertible into 1,289 shares of the issuer's common stock at a conversion price of $0.7757 ("Preferred Stock") and (ii) warrants to purchase 1,289 shares of the issuer's common stock. Each warrant will have an exercise price of $0.84591 per share, will be exercisable six months after the date of issuance and will expire five years from the date of issuance. The Preferred Stock 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.