SEC Form 4 · accession 0001140361-17-046077

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

Dec 11, 2017

Accepted (ET)

Dec 13, 2017 · 5:28 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000357097

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F2	Dec 11, 2017	P	2,567,121	$0.77	A	5,773,626	I	by NRM VII Holdings
Common Stock^F1,F2	Dec 11, 2017	P	155,347	$0.77	A	349,386	I	by Kapital Joe
Common Stock^F1,F2	Dec 11, 2017	P	4,805	$0.77	A	10,806	I	by Mascara Kaboom
Common Stock^F1,F3	holding	—	—		—	2,133,595	I	by Intrexon

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Warrant to Purchase Common Stock^F4,F2	$0.77	Dec 11, 2017	P	2,567,121	A	Dec 11, 2017	Dec 11, 2022	Common Stock	2,567,121	2,567,121	I
Warrant to Purchase Common Stock^F4,F2	$0.77	Dec 11, 2017	P	155,347	A	Dec 11, 2017	Dec 11, 2022	Common Stock	155,347	155,347	I
Warrant to Purchase Common Stock^F4,F2	$0.77	Dec 11, 2017	P	4,805	A	Dec 11, 2017	Dec 11, 2022	Common Stock	4,805	4,805	I

Explanation of responses

F1The indicated number of common shares is reflective of a 1-for-3 reverse stock split effected by the issuer on March 13, 2017.
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, is the largest shareholder of Intrexon Corporation ("Intrexon") and serves as Intrexon's Chairman of the Board and Chief Executive Officer. 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.
F4The indicated number of warrants to purchase common stock of the issuer were received in connection with the purchase of common stock in an underwritten public offering of the issuer, which closed on December 11, 2017 (the "Offering"). In the Offering, each share of common stock was sold together with a common warrant to purchase one share of common stock at a combined effective price of $0.77 per share and accompanying common warrant.