Sec Form 4 Filing - Kent Richard S @ CYTOMEDIX INC - 2014-01-28

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Kent Richard S 2. Issuer Name and Ticker or Trading Symbol CYTOMEDIX INC [ CMXI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O INTERSOUTH PARTNERS, 102 CITY HALL PLAZA 3. Date of Earliest Transaction (MM/DD/YY) 01/28/2014 (Street) DURHAM, NC27701 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 1,233,738 I by Intersouth Partners VI, L.P. ( 1 ) Common Stock 1,233,740 I by Intersouth Partners VII, L.P. ( 2 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Option to purchase shares of Common Stock $ 0.61 01/28/2014 A 30,000 ( 3 ) 01/28/2024 Common Stock 30,000 $ 0 ( 4 ) 30,000 D Option to purchase shares of Common Stock $ 0.51 03/19/2013( 5 ) 03/19/2023 Common Stock 30,000 30,000 D Warrant ( 1 ) $ 1.42 ( 6 ) 12/31/2014 Common Stock 64,859 64,859 I by Intersouth Partners VI, L.P. Warrant ( 2 ) $ 1.42 ( 6 ) 12/31/2014 Common Stock 495,538 495,538 I by Intersouth Partners VII, L.P. Warrant (right to buy) $ 0.75 02/22/2013 02/21/2018 Common Stock 224,848 224,848 I by Intersouth Partners VI, L.P. ( 1 ) Warrant (right to buy) $ 0.75 02/22/2013 02/21/2018 Common Stock 224,849 224,849 I by Intersouth Partners VII, L.P. ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Kent Richard S C/O INTERSOUTH PARTNERS 102 CITY HALL PLAZA DURHAM, NC27701 X Signatures /s/ Richard S. Kent 01/30/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reportable securities are owned directly by Intersouth Partners VI, L.P. ("ISP VI"). The shares directly held by ISP VI are indirectly held by Intersouth Associates VI, LLC ("ISA VI"), as general partner of ISP VI, and each of the individual managing members of ISA VI. The individual managing members (collectively, the "ISA VI Member Managers") of ISA VI are Mitch Mumma and Dennis Dougherty. ISA VI Member Managers may share voting and dispositive power over the shares directly held by ISP VI. Dr. Kent is a member of ISA VI, the general partner of ISP VI. Dr. Kent 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. ( 2 )The reportable securities are owned directly by Intersouth Partners VII, L.P. ("ISP VII"). The shares directly held by ISP VII are indirectly held by Intersouth Associates VII, LLC ("ISA VII"), as general partner of ISP VII, and each of the individual managing members of ISA VII. The individual managing members (collectively, the "ISA VII Member Managers") of ISA VII are Mitch Mumma and Dennis Dougherty. ISA VII Member Managers may share voting and dispositive power over the shares directly held by ISP VII. Dr. Kent is a member of ISA VII, the general partner of ISP VII. Dr. Kent 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. ( 3 )Represents annual Board member compensation pursuant to the Company's 2013 Equity Incentive Plan. The options vest monthly in 1/12 increments through 2014. ( 4 )Director compensation approved by the Company's Board of Directors. ( 5 )Represents annual Board member compensation pursuant to the Company's Long-Term Incentive Plan. The options vest monthly in 1/12 increments throughout 2013. ( 6 )30% of the warrant is exercisable commencing on February 8, 2012, and the remaining balance of the warrant, upon issuance of the Third Post-Closing Consideration (as defined and set forth in Section 2.4 of the Exchange and Purchase Agreement by and among Cytomedix, Inc., Aldagen, Inc. and Aldagen Holdings, LLC, dated as of February 8, 2012).

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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