SEC Info - Kirk Randal J, et al. - ‘SC 13D/A’ on 7/27/15 re: Fibrocell Science, Inc.

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Kirk Randal J, et al. – ‘SC 13D/A’ on 7/27/15 re: Fibrocell Science, Inc.

On: Monday, 7/27/15, at 4:28pm ET · Accession #: 1140361-15-28729 · File #: 5-60307

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 7/27/15  Kirk Randal J                     SC 13D/A               2:153K Fibrocell Science, Inc.           Summit Fin’l Printing
          Intrexon Corp
          NRM VII Holdings I, LLC
          Third Security, LLC

Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Randal J Kirk SC 13D A No 4 7-27-2015 (Fibrocell    HTML     65K 
                          Science Inc)                                           
 2: EX-1        Underwriting Agreement                              HTML      8K

SC 13D/A — Randal J Kirk SC 13D A No 4 7-27-2015 (Fibrocell Science Inc)

This is an HTML Document rendered as filed. [ Alternative Formats ]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

(Amendment No. 4)*

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 Person

Authorized to Receive Notices and Communications)

Copy to:

Intrexon Corporation

Attention: Legal

20374 Seneca Meadows Parkway

Germantown, Maryland 20876

(301) 556-9809

July 27, 2015

(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 ☐ .

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 PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Randal J. Kirk

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	PF

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			10,219,631

		8	SHARED VOTING POWER
			6,400,783

		9	SOLE DISPOSITIVE POWER
			10,219,631

		10	SHARED DISPOSITIVE POWER
			6,400,783

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	16,620,414

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	38.2%

14	TYPE OF REPORTING PERSON
	IN

CUSIP No. 315721100

Page 3 of 8

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	THIRD SECURITY, LLC I.R.S. IDENTIFICATION NO.: 54-1923091

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Virginia

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			10,219,631

		8	SHARED VOTING POWER
			0

		9	SOLE DISPOSITIVE POWER
			10,219,631

		10	SHARED DISPOSITIVE POWER
			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	10,219,631

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	23.5%

14	TYPE OF REPORTING PERSON
	OO – limited liability company

CUSIP No. 315721100

Page 4 of 8

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	NRM VII HOLDINGS I, LLC I.R.S. IDENTIFICATION NO.: 27-1471440

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Virginia

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			9,619,512

		8	SHARED VOTING POWER
			0

		9	SOLE DISPOSITIVE POWER
			9,619,512

		10	SHARED DISPOSITIVE POWER
			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	9,619,512

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	22.1%

14	TYPE OF REPORTING PERSON
	OO – limited liability company

CUSIP No. 315721100

Page 5 of 8

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	INTREXON CORPORATION I.R.S. IDENTIFICATION NO.: 26-0084895

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Virginia

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			6,400,783

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			6,400,783

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	6,400,783

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	14.7%

14	TYPE OF REPORTING PERSON
	CO

CUSIP No. 315721100

Page 6 of 8

This Amendment No. 4 (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, as amended by Amendment No. 2 dated October 1, 2013 and filed October 3, 2013, as amended by Amendment No. 3 dated January 24, 2014 and filed January 28, 2014 (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 375,868 shares of Common Stock by Intrexon, 582,116 shares of Common Stock by Kapital Joe, LLC, a Virginia limited liability company that is managed by Third Security (“Kapital Joe”) and 18,003 shares of Common Stock by Mascara Kaboom, LLC, a Virginia limited liability company that is managed by Third Security (“Mascara Kaboom”) in an underwritten public offering on July 27, 2015 (the “Offering”). Mr. Kirk could be deemed to have indirect beneficial ownership of the shares of Common Stock directly beneficially owned by NRM VII Holdings, Kapital Joe, Mascara Kaboom 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 July 27, 2015, Kapital Joe utilized its working capital to purchase 582,116 shares of Common Stock in the Offering, for an aggregate purchase price of approximately $3,376,273, or $5.80 per share.

Also on such date, Mascara Kaboom utilized its working capital to purchase 18,003 shares of Common Stock in the Offering, for an aggregate purchase price of approximately $104,417, or $5.80 per share.

Also on such date, Intrexon utilized its working capital to purchase 375,868 shares of Common Stock in the Offering, for an aggregate purchase price of approximately $2,180,034, or $5.80 per share.

Item 4.

Purpose of Transaction.

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

The information set forth in Items 3 and 6 is incorporated herein by reference.

Intrexon, Kapital Joe and Mascara Kaboom 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:

CUSIP No. 315721100

Page 7 of 8

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 40,888,065 shares of Common Stock issued and outstanding as of May 1, 2015 as reported on the Company’s Quarterly report on Form 10-Q filed with the SEC on May 8, 2015 for the period ending March 31, 2015 increased by 2,586,206 shares of Common Stock issued in connection with the Offering.

Reporting Person	Amount of Common Stock Beneficially Owned		Percent of Class			Sole Power to Vote or Direct the Vote		Shared Power to Vote or Direct the Vote		Sole Power to Dispose or to Direct the Disposition		Shared Power to Dispose or to Direct the Disposition
Randal J. Kirk⁽¹⁾		16,620,414		38.2	%		10,219,631		6,400,783		10,219,631		6,400,783
Third Security, LLC⁽¹⁾		10,219,631		23.5	%		10,219,631		--		10,219,631		--
NRM VII Holdings I, LLC		9,619,512		22.1	%		9,619,512		--		9,619,512		--
Intrexon Corporation		6,400,783		14.7	%		—		6,400,783		—		6,400,783

⁽¹⁾ Includes 582,116 shares of Common Stock held by Kapital Joe and 18,003 shares of Common Stock held by Mascara Kaboom.

Mr. Kirk could be deemed to have indirect beneficial ownership of the shares of Common Stock directly beneficially owned by NRM VII Holdings, Kapital Joe, Mascara Kaboom 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 July 27, 2015, 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: July 27, 2015

	/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 July 27, 2015, by and among Mr. Kirk, Third Security, NRM VII Holdings and Intrexon

Dates Referenced Herein and Documents Incorporated by Reference

This ‘SC 13D/A’ Filing	Date	Other Filings

Filed on:	7/27/15	4
	5/8/15	10-Q, 4, 8-K
	5/1/15	8-K
	3/31/15	10-Q
	1/28/14	4, SC 13D/A
	1/24/14	4
	10/3/13	4, SC 13D/A
	10/1/13	4, 8-K
	7/30/13	4, SC 13D/A
	7/26/13	4
	10/15/12	3, D, SC 13D
	10/9/12	3, 8-K
		List all Filings

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Filing Submission 0001140361-15-028729 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Kirk Randal J, et al. – ‘SC 13D/A’ on 7/27/15 re: Fibrocell Science, Inc.

On: Monday, 7/27/15, at 4:28pm ET · Accession #: 1140361-15-28729 · File #: 5-60307

Previous ‘SC 13D’: ‘SC 13D/A’ on 6/9/15 · Next: ‘SC 13D/A’ on 9/4/15 · Latest: ‘SC 13D/A’ on 6/30/23

Amendment to General Statement of Beneficial Ownership — Schedule 13DFiling Table of Contents

SC 13D/A — Randal J Kirk SC 13D A No 4 7-27-2015 (Fibrocell Science Inc)

This is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents