Sec Form 3/A Filing - Aldagen Holdings, LLC @ Nuo Therapeutics, Inc. - 2012-02-08

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FORM 3/A
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 ALDAGEN, INC., 2810 MERDIAN PARKWAY, SUITE 148
3. Date of Earliest Transaction (MM/DD/YY)
02/08/2012
(Street)
DURHAM, NC27713
4. If Amendment, Date Original Filed (MM/DD/YY)
04/10/2012
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
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
Series E Preferred Stock ( 1 ) ( 1 ) ( 2 ) Common Stock 13,399,986 D ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Aldagen Holdings, LLC
C/O ALDAGEN, INC.
2810 MERDIAN PARKWAY, SUITE 148
DURHAM, NC27713
X May be part of a 13(d) group
Clark B. Jefferson
C/O ALDAGEN, INC., 2810 MERDIAN PARKWAY
SUITE 148
DURHAM, NC27713
X May be part of a 13(d) group
Brooke William W
C/O ALDAGEN, INC.
2810 MERDIAN PARKWAY, SUITE 148
DURHAM, NC27713
X May be part of a 13(d) group
Carr Kathryne
C/O ALDAGEN, INC.
2810 MERDIAN PARKWAY, SUITE 148
DURHAM, NC27713
X May be part of a 13(d) group
Signatures
/s/ Thomas A. Allen, attorney-in-fact 03/12/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )133,399,986 shares of Series E Preferred Stock of the Issuer will automatically convert into 13,399,986 shares of Issuer's common stock, to occur upon the Issuer's filing of its Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware. The reporting persons acquired these securities on February 8, 2012, as consideration for the reporting person's common stock, preferred stock and convertible notes of Aldagen, Inc., which Issuer acquired pursuant to the Exchange and Purchase Agreement by and among Cytomedix, Inc., Aldagen, Inc., and Holdings,dated February 8, 2012 (the "Exchange and Purchase Agreement"). The Exchange and Purchase Agreement is attached as Exhibit 2.1 to the Issuer's Form 8-K filed with the Securities and Exchange Commission on February 9, 2012 and incorporated by reference herein.
( 2 )Not Applicable.
( 3 )The reportable securities are owned directly by 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, William Brooke and Kathryne Carr. 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.

Remarks:
The filing is being amended to reflect a reduction in the number of shares beneficially owned by Aldagen Holdings, LLC ("Holdings") as a result of a reduction in the number of escrowed shares available for release to Holdings in connection with the settlement of expenses following closing of the transactions contemplated by the Exchange and Purchase Agreement (as defined below). Post-closing expenses exceeded an agreed-upon threshold, and the number of escrowed shares available for release to Holdings was reduced by 139,830 shares as a result.

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