Sec Form 4 Filing - Aldagen Holdings, LLC @ Nuo Therapeutics, Inc. - 2015-01-13

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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
Aldagen Holdings, LLC
2. Issuer Name and Ticker or Trading Symbol
Nuo Therapeutics, Inc. [ NUOT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
May be part of a 13(d) Group
(Last) (First) (Middle)
C/O THOMAS A. ALLEN, ESQ., 4101 LAKE BOONE TRAIL, STE 300
3. Date of Earliest Transaction (MM/DD/YY)
01/13/2015
(Street)
RALEIGH, NC27607
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 01/13/2015 S 14,000 D $ 0.35 12,340,362 D ( 1 )
Common Stock 01/14/2015 S 153,467 D $ 0.35 12,186,895 D ( 1 )
Common Stock 108,830 I See Footnote 2 ( 2 )
Common Stock 157,276 I See Footnote 3 ( 3 )
Common Stock 175,533 I See Footnote 4 ( 4 )
Common Stock 429,404 I See Footnote 5 ( 5 )
Common Stock 60,494 I See Footnote 6 ( 6 )
Table II - Derivative Securities Acq uired, 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
Warrant (right to buy) $ 0.75 02/22/2013 02/21/2018 Common Stock 15,616 15,616 I See Footnote 2 ( 2 )
Warrant (right to buy) $ 0.75 02/22/2013 02/21/2018 Common Stock 22,567 22,567 I See Footnote 3 ( 3 )
Warrant (right to buy) $ 0.75 02/22/2013 02/21/2018 Common Stock 63,636 63,636 I See Footnote 4 ( 4 )
Warrant (right to buy) $ 0.75 02/22/2013 02/21/2018 Common Stock 63,636 63,636 I See Footnote 5 ( 5 )
Warrant (right to buy) $ 0.75 02/22/2013 02/21/2018 Common Stock 12,727 12,727 I See Footnote 6 ( 6 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Aldagen Holdings, LLC
C/O THOMAS A. ALLEN, ESQ.
4101 LAKE BOONE TRAIL, STE 300
RALEIGH, NC27607
X May be part of a 13(d) Group
Brooke William W
1210 EAST CARY STREET, SUITE 400
RICHMOND, VA23219
X May be part of a 13(d) Group
Clark B. Jefferson
790 SE CARY PARKWAY, SUITE 204
CARU, NC27511
X May be part of a 13(d) Group
Signatures
/s/ Thomas A. Allen, attorney in fact for Aldagen Holdings, LLC 01/15/2015
Signature of Reporting Person Date
/s/ Thomas A. Allen, attorney-in-fact for William W. Brooke 01/15/2015
Signature of Reporting Person Date
/s/ Thomas A. Allen, attorney-in-fact for B. Jefferson Clark 01/15/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reportable securities are owned directly by Aldagen Holdings, LLC ("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.
( 2 )The 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 Ventur e 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.
( 3 )The 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.
( 4 )The 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.
( 5 )The 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.
( 6 )The 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.

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