Fibrocell Science (FCSC) Form 4 Fibrocell Science / Marcus E. Smith 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^*

Smith Marcus E.

(Last) (First) (Middle)

C/O THIRD SECURITY, LLC

1881 GROVE AVENUE

(Street)

RADFORD VA 24141

(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)

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

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	$75	12/13/2019		D			534	(1)	10/30/2022	Common Stock	534	(1)	0	D
Option to Purchase Common Stock	$82.35	12/13/2019		D			1,600	(1)	07/19/2023	Common Stock	1,600	(1)	0	D
Option to Purchase Common Stock	$62.1	12/13/2019		D			1,200	(1)	06/20/2024	Common Stock	1,200	(1)	0	D
Option to Purchase Common Stock	$81.6	12/13/2019		D			2,400	(1)	06/24/2025	Common Stock	2,400	(1)	0	D
Option to Purchase Common Stock	$14.25	12/13/2019		D			2,400	(1)	06/22/2026	Common Stock	2,400	(1)	0	D
Option to Purchase Common Stock	$16.55	12/13/2019		D			6,000	(1)	06/22/2027	Common Stock	6,000	(1)	0	D
Option to Purchase Common Stock	$2.36	12/13/2019		D			6,000	(1)	06/19/2028	Common Stock	6,000	(1)	0	D
Option to Purchase Common Stock	$1.94	12/13/2019		D			12,000	(1)	06/12/2029	Common Stock	12,000	(1)	0	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger, dated as of September 12, 2019 (the "Merger Agreement"), among Fibrocell Science, Inc. (the "Company"), Castle Creek Pharmaceutical Holdings, Inc. and Castle Creek Merger Corp., 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.

	/s/ Marcus E. Smith	12/13/2019
	** Signature of Reporting Person	Date
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