Sean D. Buckley Form 4 Fibrocell Science / Sean D. Buckley ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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X

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

1. Name and Address of Reporting Person^*

Buckley Sean D.

(Last) (First) (Middle)

FIBROCELL SCIENCE, INC.

405 EAGLEVIEW BLVD

(Street)

EXTON PA 19341

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Fibrocell Science, Inc. [ FCSC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/13/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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 Common Stock	$232.5	12/13/2019		D			200	(1)	01/14/2021	Common Stock	200	(1)	0	D
Option to Purchase Common Stock	$82.35	12/13/2019		D			334	(1)	07/19/2023	Common Stock	334	(1)	0	D
Option to Purchase Common Stock	$63.6	12/13/2019		D			1,000	(1)	04/01/2025	Common Stock	1,000	(1)	0	D
Option to Purchase Common Stock	$11.25	12/13/2019		D			2,229	(1)	09/27/2026	Common Stock	2,229	(1)	0	D
Option to Purchase Common Stock	$11.25	12/13/2019		D			4,000	(1)	03/16/2027	Common Stock	4,000	(1)	0	D
Option to Purchase Common Stock	$3.45	12/13/2019		D			5,000	(1)	01/25/2028	Common Stock	5,000	(1)	0	D
Option to Purchase Common Stock	$1.78	12/13/2019		D			30,000	(1)	04/12/2029	Common Stock	30,000	(1)	0	D
Option to Purchase Common Stock	$1.82	12/13/2019		D			15,000	(1)	08/18/2029	Common Stock	15,000	(1)	0	D

Explanation of Responses:

1. Pursuant to the Merger Agreement, effective as of immediately prior to the effective time of the merger of the Company and Merger Sub, outstanding options, whether vested or not, became fully vested in accordance with the terms of the Merger Agreement and were canceled in exchange for a cash payment equal to the number of shares of Company common stock underlying the options multiplied by the excess of the per share merger consideration of $3.00 over the per share exercise price.

Remarks:

	/s/ Sean D. Buckley	12/13/2019
	** Signature of Reporting Person	Date
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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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