Fibrocell Science (FCSC) SC 13D/A Fibrocell Science, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC  20549

SCHEDULE 13D

(Amendment No. 2)*

Under the Securities Exchange Act of 1934

FIBROCELL SCIENCE, INC.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
315721100
(CUSIP Number)
	Third Security, LLC 1881 Grove Avenue Radford, Virginia 24141 Attention: Marcus E. Smith, Esq. (540) 633-7900
(Name, Address and Telephone Number of PersonAuthorized to Receive Notices and Communications)
Copy to: Intrexon Corporation Attention: Legal 20374 Seneca Meadows Parkway Germantown, Maryland 20876 (301) 556-9809
October 1, 2013
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box  r .

NOTE:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 315721100 Page 2 of 8

1	NAMES OF REPORTING PERSONSI.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Randal J. Kirk
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) o(b) x
3	SEC USE ONLY
4	SOURCE OF FUNDSPF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)   o
6	CITIZENSHIP OR PLACE OF ORGANIZATION  United States

	7	SOLE VOTING POWER
NUMBER OF
SHARES		9,219,512
BENEFICIALLY
OWNED BY	8	SHARED VOTING POWER
EACH
REPORTING		5,000,325
PERSON WITH
	9	SOLE DISPOSITIVE POWER
		9,219,512
	10	SHARED DISPOSITIVE POWER 5,000,325

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON14,219,837
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)36.9%
14	TYPE OF REPORTING PERSONIN

CUSIP No. 315721100 Page 3 of 8

1	NAMES OF REPORTING PERSONSI.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS THIRD SECURITY, LLC I.R.S. IDENTIFICATION NO.: 54-1923091
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) o(b) x
3	SEC USE ONLY
4	SOURCE OF FUNDSWC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION  Virginia

	7	SOLE VOTING POWER
NUMBER OF
SHARES		9,219,512
BENEFICIALLY
OWNED BY	8	SHARED VOTING POWER
EACH
REPORTING		0
PERSON WITH
	9	SOLE DISPOSITIVE POWER
		9,219,512
	10	SHARED DISPOSITIVE POWER 0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON9,219,512
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARESo
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)23.9%
14	TYPE OF REPORTING PERSONOO – limited liability company

CUSIP No. 315721100 Page 4 of 8

1	NAMES OF REPORTING PERSONSI.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS NRM VII HOLDINGS I, LLC I.R.S. IDENTIFICATION NO.: 27-1471440
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) o(b) x
3	SEC USE ONLY
4	SOURCE OF FUNDSWC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION  Virginia

	7	SOLE VOTING POWER
NUMBER OF
SHARES		9,219,512
BENEFICIALLY
OWNED BY	8	SHARED VOTING POWER
EACH
REPORTING		0
PERSON WITH
	9	SOLE DISPOSITIVE POWER
		9,219,512
	10	SHARED DISPOSITIVE POWER 0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON9,219,512
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)23.9%
14	TYPE OF REPORTING PERSONOO – limited liability company

CUSIP No. 315721100 Page 5 of 8

1	NAMES OF REPORTING PERSONSI.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS INTREXON CORPORATION I.R.S. IDENTIFICATION NO.: 26-0084895
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) o(b) x
3	SEC USE ONLY
4	SOURCE OF FUNDSWC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION  Virginia

	7	SOLE VOTING POWER
NUMBER OF
SHARES		0
BENEFICIALLY
OWNED BY	8	SHARED VOTING POWER
EACH
REPORTING		5,000,325
PERSON WITH
	9	SOLE DISPOSITIVE POWER
		0
	10	SHARED DISPOSITIVE POWER 5,000,325

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON5,000,325
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)13%
14	TYPE OF REPORTING PERSONCO

CUSIP No. 315721100 Page 6 of 8

This Amendment No. 2 (this “Amendment”) amends and supplements the Statement on Schedule 13D, dated October 9, 2012 and filed October 15, 2012, as amended by Amendment No. 1, dated July 26, 2013, and filed July 30, 2013 (the “Original Schedule 13D”), relating to the Common Stock, par value $0.01 per share (the “Common Stock”), of Fibrocell Science, Inc.,a Delaware corporation (the “Company”), whose principal executive offices are located at 405 Eagleview Blvd., Exton, Pennsylvania 19341.  Mr. Randal J. Kirk (“Mr. Kirk”), NRM VII Holdings I, LLC (“NRM VII Holdings”), a Virginia limited liability company that is managed by an affiliate that is managed by Third Security, LLC (“Third Security”), a Virginia limited liability company that is managed by Mr. Kirk, and Intrexon Corporation, a Virginia corporation (“Intrexon” and, together with Mr. Kirk, NRM VII Holdings and Third Security, the “Reporting Persons”), are filing this Amendment to disclose the purchase of 1,219,512 shares of Common Stock by NRM VII Holdings and 2,439,024 shares of Common Stock by Intrexon in an  underwritten registered public offering on October 1, 2013.  Mr. Kirk could be deemed to have indirect beneficial ownership of the shares of Common Stock directly beneficially owned by NRM VII Holdings and Intrexon.

Item 3.Source and Amount of Funds or Other Consideration.

Item 3 of the Original Schedule 13D is hereby amended and supplemented as follows:

On October 1, 2013, NRM VII Holdings utilized its working capital to purchase 1,219,512 shares of Common Stock in an underwritten public offering of the Company, for an aggregate purchase price of approximately $5,000,000, or $4.10 per share.

Also on such date, Intrexon utilized its working capital to purchase 2,439,024 shares of Common Stock in an underwritten public offering of the Company, for an aggregate purchase price of approximately $10,000,000, or $4.10 per share.

Item 4.Purpose of Transaction.

Item 4 of the Original Schedule 13D is hereby amended and supplemented as follows:

The Reporting Persons acquired the shares disclosed hereunder for investment purposes.

Item 5.Interest in Securities of the Issuer.

Item 5 of the Original Schedule 13D is hereby amended and restated to read in its entirety as follows:

The information contained on the cover pages to this Statement and the information set forth or incorporated in Items 2, 3, 4 and 6 is incorporated herein by reference.

(a) and (b)See Items 11 and 13 of the cover pages to this Statement for the aggregate number of shares and percentage of issued and outstanding shares of Common Stock of the Company owned by the Reporting Persons. The percentage ownership is calculated based on 27,520,522 shares of Common Stock issued and outstanding as of August 9, 2013 as reported on the Company’s Quarterly report on Form 10-Q filed with the SEC on August 13, 2013 for the period ending June 30, 2013 increased by the number of shares issued in the underwritten public offering.

CUSIP No. 315721100 Page 7 of 8

Reporting Person	Amount of Common StockBeneficiallyOwned	Percentof Class	Sole Powerto Vote orDirectthe Vote	SharedPower toVote orDirectthe Vote	Sole Power toDispose or toDirect theDisposition	Shared Power toDispose or toDirect theDisposition
Randal J. Kirk	14,219,837	36.9%	9,219,512	5,000,325	9,215,912	5,000,325
Third Security, LLC	9,219,512	23.9%	9,219,512	--	9,219,512	--
NRM VII Holdings I, LLC	9,219,512	23.9%	9,219,512	--	9,219,512	--
Intrexon Corporation	5,000,325	13.0%	—	5,000,325	—	5,000,325

Mr. Kirk could be deemed to have indirect beneficial ownership of the shares of Common Stock directly beneficially owned by NRM VII Holdings and Intrexon.

(c)Except as set forth in this Item 5, none of the Reporting Persons have engaged in any transactions in the Common Stock in the past 60 days.

(d)-(e)Not Applicable

Item 7.Material to be Filed as Exhibits.

Exhibit 1 Joint Filing Agreement, dated as of October 3, 2013, by and among Mr. Kirk, Third Security, NRM VII Holdings and Intrexon

CUSIP No. 315721100 Page 8 of 8

SIGNATURES

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Date:  October 3, 2013

/s/ Randal J. Kirk
Randal J. Kirk
THIRD SECURITY, LLC
By:	/s/ Randal J. Kirk
	Randal J. Kirk
	Manager
NRM VII HOLDINGS I, LLC
By:	/s/ Randal J. Kirk
	Randal J. Kirk
	Manager
INTREXON CORPORATION
By:	/s/ Randal J. Kirk
	Randal J. Kirk
	Chief Executive Officer

EXHIBIT INDEX

Exhibit 1 Joint Filing Agreement, dated as of October 3, 2013, by and among Mr. Kirk, Third Security, NRM VII Holdings and Intrexon