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*
Kent Richard S

(Last) (First) (Middle)
C/O INTERSOUTH PARTNERS
406 BLACKWELL STREET, SUITE 200

(Street)
DURHAM NC 27701

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CYTOMEDIX INC [ CMXI ]
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)
02/22/2013
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
Common Stock 02/22/2013 P (1) 14,042 A $0.55 53,934 I by Intersouth Affiliates V, L.P. (2)
Common Stock 02/22/2013 P (1) 307,171 A $0.55 1,179,805 I by Intersouth Partners V, L.P. (3)
Common Stock 02/22/2013 P (1) 321,211 A $0.55 1,233,738 I by Intersouth Partners VI, L.P. (4)
Common Stock 02/22/2013 P (1) 321,213 A $0.55 1,233,740 I by Intersouth Partners VII, L.P. (5)
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
Warrant (right to buy) $0.75 02/22/2013 P (1) 9,829 02/22/2013 02/21/2018 Common Stock 9,829 $0 9,829 I by Intersouth Affiliates V, L.P. (2)
Warrant (right to buy) $0.75 02/22/2013 P (1) 215,020 02/22/2013 02/21/2018 Common Stock 215,020 $0 215,020 I by Intersouth Partners V, L.P. (3)
Warrant (right to buy) $0.75 02/22/2013 P (1) 224,848 02/22/2013 02/21/2018 Common Stock 224,848 $0 224,848 I by Intersouth Partners VI, L.P. (4)
Warrant (right to buy) $0.75 02/22/2013 P (1) 224,849 02/22/2013 02/21/2018 Common Stock 224,849 $0 224,849 I by Intersouth Partners VII, L.P. (5)
Warrant (3) $1.42 (6) 12/31/2014 Common Stock 378,721 378,721 I by Intersouth Partners V, L.P.
Warrant (2) $1.42 (6) 12/31/2014 Common Stock 17,308 17,308 I by Intersouth Affiliates V, L.P.
Warrant (4) $1.42 (6) 12/31/2014 Common Stock 64,859 64,859 I by Intersouth Partners VI, L.P.
Warrant (5) $1.42 (6) 12/31/2014 Common Stock 495,538 495,538 I by Intersouth Partners VII, L.P.
Explanation of Responses:
1. The shares of common stock and common stock warrants were acquired on February 22, 2013, in a registered offering of the Issuer's securities pursuant to the effective registration statement on Form S-3 (File No. 333-183704). The Reportable Securities in the above-referenced offering were sold in units, at the price per unit of $0.55, with each unit consisting of one share of common stock together with a warrant to purchase 0.7 of a share of common stock.
2. The reportable securities are owned directly by Intersouth Affiliates V, L.P. ("AFF V"). The shares directly held by AFF V are indirectly held by Intersouth Associates V, LLC ("ISA V"), as general partner of AFF V, and each of the individual managing members of ISA V. The individual managing members (collectively, the "ISA V Member Managers") of ISA V are Mitch Mumma and Dennis Dougherty. ISA V Member Managers may share voting and dispositive power over the shares directly held by AFF V. Dr. Kent is a member of ISA V, the general partner of AFF V. Dr. Kent disclaims beneficial ownership of these securities and this report is not an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of his pecuniary interest therein.
3. The reportable securities are owned directly by Intersouth Partners V, L.P. ("ISP V"). The shares directly held by ISP V are indirectly held by Intersouth Associates V, LLC ("ISA V"), as general partner of ISP V, and each of the individual managing members of ISA V. The individual managing members (collectively, the "ISA V Member Managers") of ISA V are Mitch Mumma and Dennis Dougherty. ISA V Member Managers may share voting and dispositive power over the shares directly held by ISP V. Dr. Kent is a member of ISA V, the general partner of ISP V. Dr. Kent disclaims beneficial ownership of these securities and this report is not an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of his pecuniary interest therein.
4. The reportable securities are owned directly by Intersouth Partners VI, L.P. ("ISP VI"). The shares directly held by ISP VI are indirectly held by Intersouth Associates VI, LLC ("ISA VI"), as general partner of ISP VI, and each of the individual managing members of ISA VI. The individual managing members (collectively, the "ISA VI Member Managers") of ISA VI are Mitch Mumma and Dennis Dougherty. ISA VI Member Managers may share voting and dispositive power over the shares directly held by ISP VI. Dr. Kent is a member of ISA VI, the general partner of ISP VI. Dr. Kent disclaims beneficial ownership of these securities and this report is not an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of his pecuniary interest therein.
5. The reportable securities are owned directly by Intersouth Partners VII, L.P. ("ISP VII"). The shares directly held by ISP VII are indirectly held by Intersouth Associates VII, LLC ("ISA VII"), as general partner of ISP VII, and each of the individual managing members of ISA VII. The individual managing members (collectively, the "ISA VII Member Managers") of ISA VII are Mitch Mumma and Dennis Dougherty. ISA VII Member Managers may share voting and dispositive power over the shares directly held by ISP VII. Dr. Kent is a member of ISA VII, the general partner of ISP VII. Dr. Kent disclaims beneficial ownership of these securities and this report is not an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of his pecuniary interest therein.
6. 30% of the warrant is exercisable commencing on February 8, 2012, and the remaining balance of the warrant, upon issuance of the Third Post-Closing Consideration (as defined and set forth in Section 2.4 of the Exchange and Purchase Agreement by and among Cytomedix, Inc., Aldagen, Inc. and Aldagen Holdings, LLC, dated as of February 8, 2012).
/s/ Richard S. Kent 02/26/2013
** Signature of Reporting Person Date
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