0001140361-15-028729.txt : 20150727 0001140361-15-028729.hdr.sgml : 20150727 20150727162842 ACCESSION NUMBER: 0001140361-15-028729 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20150727 DATE AS OF CHANGE: 20150727 GROUP MEMBERS: INTREXON CORP GROUP MEMBERS: NRM VII HOLDINGS I, LLC GROUP MEMBERS: THIRD SECURITY, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Fibrocell Science, Inc. CENTRAL INDEX KEY: 0000357097 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 870458888 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60307 FILM NUMBER: 151007353 BUSINESS ADDRESS: STREET 1: 405 EAGLEVIEW BOULEVARD CITY: EXTON STATE: PA ZIP: 19341 BUSINESS PHONE: 484-713-6000 MAIL ADDRESS: STREET 1: 405 EAGLEVIEW BOULEVARD CITY: EXTON STATE: PA ZIP: 19341 FORMER COMPANY: FORMER CONFORMED NAME: ISOLAGEN INC DATE OF NAME CHANGE: 20020320 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN FINANCIAL HOLDING INC /DE DATE OF NAME CHANGE: 19960330 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN FINANCIAL HOLDING INC /CO DATE OF NAME CHANGE: 19921008 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KIRK RANDAL J CENTRAL INDEX KEY: 0001091823 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 1881 GROVE AVENUE CITY: RADFORD STATE: VA ZIP: 24141 SC 13D/A 1 formsc13da.htm RANDAL J KIRK SC 13D A NO 4 7-27-2015 (FIBROCELL SCIENCE INC)

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
 
 

EX-1 2 ex1.htm EXHIBIT 1

Exhibit 1
 
Joint Filing Agreement
 
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them a Statement on Schedule 13D (including amendments thereto) with regard to the common stock of Fibrocell Science, Inc., and further agree that this Joint Filing Agreement be included as an exhibit to such joint filings.  In evidence thereof, the undersigned, being duly authorized, hereby execute this agreement as of the 27th day of July, 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