Fibrocell Science Form 4 / RANDAL J KIRK 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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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^*

KIRK RANDAL J

(Last)

(First)

(Middle)

C/O THIRD SECURITY, LLC

1881 GROVE AVENUE

(Street)

RADFORD

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)

Director	X	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)

	Form filed by One Reporting Person
X	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/13/2019		C		10,282⁽²⁾⁽³⁾	A	⁽²⁾⁽³⁾	80,160	I	by Kapital Joe⁽⁵⁾
Common Stock	12/13/2019		U		80,160⁽⁴⁾	D	$3⁽¹⁾	0⁽¹⁾	I	by Kapital Joe⁽⁵⁾
Common Stock	12/13/2019		C		291⁽²⁾⁽³⁾	A	⁽²⁾⁽³⁾	2,453	I	by Mascara Kaboom⁽⁵⁾
Common Stock	12/13/2019		U		2,453⁽⁴⁾	D	$3⁽¹⁾	0⁽¹⁾	I	by Mascara Kaboom⁽⁵⁾
Common Stock	12/13/2019		C		169,602⁽²⁾⁽³⁾	A	⁽²⁾⁽³⁾	1,324,328	I	by NRM VII Holdings⁽⁵⁾
Common Stock	12/13/2019		U		1,324,328⁽⁴⁾	D	$3⁽¹⁾	0⁽¹⁾	I	by NRM VII Holdings⁽⁵⁾
Common Stock	12/13/2019		C		112,617⁽²⁾⁽³⁾	A	⁽²⁾⁽³⁾	539,337	I	by Intrexon⁽⁵⁾
Common Stock	12/13/2019		U		539,337⁽⁴⁾	D	$3⁽¹⁾	0⁽¹⁾	I	by Intrexon⁽⁶⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Convertible Preferred Stock	⁽²⁾⁽³⁾	12/13/2019		C			106	⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Common Stock⁽³⁾	10,282⁽³⁾	⁽²⁾⁽³⁾	0⁽²⁾⁽³⁾	I	by Kapital Joe⁽⁵⁾
Series A Convertible Preferred Stock	⁽²⁾⁽³⁾	12/13/2019		C			3	⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Common Stock⁽³⁾	291⁽³⁾	⁽²⁾⁽³⁾	0⁽²⁾⁽³⁾	I	by Mascara Kaboom⁽⁵⁾
Series A Convertible Preferred Stock	⁽²⁾⁽³⁾	12/13/2019		C			1,746	⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Common Stock⁽³⁾	169,602⁽³⁾	⁽²⁾⁽³⁾	0⁽²⁾⁽³⁾	I	by NRM VII Holdings⁽⁵⁾
Series A Convertible Preferred Stock	⁽²⁾⁽³⁾	12/13/2019		C			1,161	⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Common Stock⁽³⁾	112,617⁽³⁾	⁽²⁾⁽³⁾	0⁽²⁾⁽³⁾	I	by Intrexon⁽⁵⁾

1. Name and Address of Reporting Person^*

KIRK RANDAL J

(Last)

(First)

(Middle)

C/O THIRD SECURITY, LLC

1881 GROVE AVENUE

(Street)

RADFORD

24141

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

INTREXON CORP

(Last)

(First)

(Middle)

C/O LEGAL DEPARTMENT

20374 SENECA MEADOWS PARKWAY

(Street)

GERMANTOWN

20876

(City)

(State)

(Zip)

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger, dated as of September 12, 2019 (the "Merger Agreement"), among the issuer, Castle Creek Pharmaceutical Holdings, Inc. ("Castle Creek") and Castle Creek Merger Corp. ("Merger Sub"), effective as of immediately prior to the effective time of the merger of the issuer and Merger Sub (the "Effective Time"), each share of common stock of the issuer that was issued and outstanding immediately prior to the Effective Time, was converted into and thereafter represented the right to receive $3.00 in cash, without interest (the "Merger Consideration"), subject to any withholding of taxes required by applicable law, upon surrender of the certificates or book-entry shares in accordance with Section 2.2 of the Merger Agreement.

2. Each share of Series A Preferred Stock of the issuer issued and outstanding immediately prior to the Effective Time ("Preferred Stock"), in accordance with the terms of the Certificate of Designations, survived the merger transaction and thereafter only represented the right to receive an amount in cash, without interest, equal to the conversion amount, as that term is defined in the Consent and Termination Agreement ("Termination Agreement") entered into on September 12, 2019 by and among the issuer, Castle Creek, Merger Sub, Kapital Joe, LLC ("Kapital Joe"), Mascara Kaboom, LLC ("Mascara Kaboom"), NRM VII Holdings I, LLC ("NRM VII Holdings") and Intrexon Corporation ("Intrexon"), subject to any withholding of taxes required by applicable law, upon delivery of a Notice of Conversion in accordance with Section 2.2 of the Merger Agreement and the Certificate of Designations.

3. Pursuant to the Termination Agreement: (i) the Conversion Amount was calculated as: (x) the number of issuer shares of common stock such share of Preferred Stock is entitled to be converted into pursuant to the Certificate of Designation, based on the stated value and assuming a conversion price of $11.6355, multiplied by (y) the Merger Consideration; and (ii) the Merger Sub issued and delivered a Promissory Note in the principal amount equal to the aggregate amount of all of the Conversion Amounts which such securityholder is entitled to receive. The Promissory Notes bear interest at a rate of 8% per annum and Merger Sub shall repay the principal amount and all accrued and unpaid interest on the date that is one hundred-eighty (180) days following the closing date of the merger transaction. Each entity received the noted Conversion Amount and Promissory Notes: Kapital Joe ($30,846); Mascara Kaboom ($873); NRM VII Holdings ($508,086); and Intrexon ($337,851).

4. The indicated number of shares is reflective of all common shares held at the Effective Time of the merger, including those shares of Preferred Stock that were converted to common shares of the issuer, pursuant to the terms detailed in Footnotes 2 and 3.

5. Randal J. Kirk controls Kapital Joe, Mascara Kaboom, and 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.

6. Randal J. Kirk, directly and through certain affiliates, is the largest shareholder of Intrexon and serves as Intrexon's Chairman of the Board and Chief Executive Officer. 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.

	/s/ Randal J. Kirk	12/17/2019
	/s/ Randal J. Kirk, CEO of Intrexon Corporation	12/17/2019
	** 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).
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Fibrocell Science (FCSC) Inactive Form 4Fibrocell Science / RANDAL J KIRK ownership change