FIBROCELL SCIENCE, INC.
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(Name of Issuer)
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Common Stock, par value $0.001 per share
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(Title of Class of Securities)
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315721100
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(CUSIP Number)
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Third Security, LLC
1881 Grove Avenue
Radford, Virginia 24141
Attention: Marcus E. Smith, Esq.
(540) 633-7900
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications) |
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Copy to:
Intrexon Corporation
Attention: Legal
20374 Seneca Meadows Parkway
Germantown, Maryland 20876
(301) 556-9809
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October 1, 2013
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(Date of Event which Requires Filing of this Statement)
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CUSIP No. 315721100
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Page 2 of 8
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Randal J. Kirk
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
|
3
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SEC USE ONLY
|
4
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SOURCE OF FUNDS
PF |
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7
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SOLE VOTING POWER
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NUMBER OF
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SHARES
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9,219,512
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BENEFICIALLY
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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5,000,325
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PERSON WITH
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|
9
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SOLE DISPOSITIVE POWER
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|
|
|
|
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9,219,512
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|
|
|
10
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SHARED DISPOSITIVE POWER
5,000,325
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,219,837 |
12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.9% |
14
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TYPE OF REPORTING PERSON
IN |
CUSIP No. 315721100
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Page 3 of 8
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS THIRD SECURITY, LLC
I.R.S. IDENTIFICATION NO.: 54-1923091
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) o
(b) x |
3
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SEC USE ONLY
|
4
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SOURCE OF FUNDS
WC |
5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Virginia
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|
|
|
7
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SOLE VOTING POWER
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|
NUMBER OF
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|
|
SHARES
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|
9,219,512
|
BENEFICIALLY
|
|
|
OWNED BY
|
8
|
SHARED VOTING POWER
|
EACH
|
|
|
REPORTING
|
|
0
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PERSON WITH
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|
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
9,219,512
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|
|
|
|
10
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SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,219,512 |
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARESo
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.9% |
14
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TYPE OF REPORTING PERSON
OO – limited liability company |
CUSIP No. 315721100
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Page 4 of 8
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS NRM VII HOLDINGS I, LLC
I.R.S. IDENTIFICATION NO.: 27-1471440
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) o
(b) x |
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
WC |
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 PERSON
9,219,512 |
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 PERSON
OO – limited liability company |
CUSIP No. 315721100
|
Page 5 of 8
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS INTREXON CORPORATION
I.R.S. IDENTIFICATION NO.: 26-0084895
|
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) o
(b) x |
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
WC |
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 PERSON
5,000,325 |
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
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TYPE OF REPORTING PERSON
CO |
CUSIP No. 315721100
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Page 6 of 8
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CUSIP No. 315721100
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Page 7 of 8
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Reporting Person
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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
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14,219,837
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36.9%
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9,219,512
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5,000,325
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9,215,912
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5,000,325
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Third Security, LLC
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9,219,512
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23.9%
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9,219,512
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--
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9,219,512
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--
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NRM VII Holdings I, LLC
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9,219,512
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23.9%
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9,219,512
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--
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9,219,512
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--
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Intrexon Corporation
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5,000,325
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13.0%
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—
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5,000,325
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—
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5,000,325
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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
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Page 8 of 8
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/s/ Randal J. Kirk
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Randal J. Kirk
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THIRD SECURITY, LLC
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By:
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/s/ Randal J. Kirk
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Randal J. Kirk
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Manager
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NRM VII HOLDINGS I, LLC
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By:
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/s/ Randal J. Kirk
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Randal J. Kirk
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Manager
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INTREXON CORPORATION
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By:
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/s/ Randal J. Kirk
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Randal J. Kirk
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Chief Executive Officer
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Exhibit 1 | Joint Filing Agreement, dated as of October 3, 2013, by and among Mr. Kirk, Third Security, NRM VII Holdings and Intrexon |
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/s/ Randal J. Kirk
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Randal J. Kirk
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THIRD SECURITY, LLC
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By:
|
/s/ Randal J. Kirk
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|
Randal J. Kirk
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|
Manager
|
|
|
|
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NRM VII HOLDINGS I, LLC
|
|
|
|
|
|
|
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By:
|
/s/ Randal J. Kirk
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Randal J. Kirk
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|
Manager
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INTREXON CORPORATION
|
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By:
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/s/ Randal J. Kirk
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Randal J. Kirk
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Chief Executive Officer
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