Sec Form 4 Filing - KIRK RANDAL J @ Fibrocell Science, Inc. - 2017-03-08

Insider filing report for Changes in Beneficial Ownership
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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
KIRK RANDAL J
2. Issuer Name and Ticker or Trading Symbol
Fibrocell Science, Inc. [ FCSC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O THIRD SECURITY, LLC, 1881 GROVE AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
03/08/2017
(Street)
RADFORD, VA24141
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
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 A Convertible Preferred $ 0.7757 03/08/2017 P 106 ( 1 ) ( 1 ) Common Stock 136,634 ( 1 ) 136,634 I by Kapital Joe ( 2 )
Series A Convertible Preferred $ 0.7757 03/08/2017 P 3 ( 1 ) ( 1 ) Common Stock 3,867 ( 1 ) 3,867 I by Mascara Kaboom ( 2 )
Series A Convertible Preferred $ 0.7757 03/08/2017 P 1,746 ( 1 ) ( 1 ) Common Stock 2,250,594 ( 1 ) 2,250,594 I by NRM VII ( 2 )
Series A Convertible Preferred $ 0.7757 03/08/2017 P 1,161 ( 1 ) ( 1 ) Common Stock 1,496,529 ( 1 ) 1,496,529 I by Intrexon ( 3 )
Warrant to Purchase Common Stock $ 0.8459 03/08/2017 P 136,634 ( 1 ) ( 1 ) Common Stock 136,634 ( 1 ) 136,634 I by Kapital Joe ( 2 )
Warrant to Purchase Common Stock $ 0.8459 03/08/2017 P 3,867 ( 1 ) ( 1 ) Common Stock 3,867 ( 1 ) 3,867 I by Mascara Kaboom ( 2 )
Warrant to Purchase Common Stock $ 0.8459 03/08/2017 P 2,250,594 ( 1 ) ( 1 ) Common Stock 2,250,594 ( 1 ) 2,250,594 I by NRM VII ( 2 )
Warrant to Purchase Common Stock $ 0.8459 03/08/2017 P 1,496,529 ( 1 ) ( 1 ) Common Stock 1,496,529 ( 1 ) 1,496,529 I by Intrexon ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
KIRK RANDAL J
C/O THIRD SECURITY, LLC
1881 GROVE AVENUE
RADFORD, VA24141
X
INTREXON CORP
C/O LEGAL DEPARTMENT
20374 SENECA MEADOWS PARKWAY
GERMANTOWN, MD20876
X
Signatures
/s/ Randal J. Kirk 03/10/2017
Signature of Reporting Person Date
/s/ Randal J. Kirk, CEO of Intrexon Corporation 03/10/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On 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.
( 2 )Randal 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.
( 3 )Randal 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.

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