SEC FORM 4

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^*

JORDEN DAVID EMERSON

(Last)

(First)

(Middle)

209 PERRY PARKWAY, SUITE 7

(Street)

GAITHERSBURG,

20877

(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	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2012

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)
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	02/13/2012		S		39,775	D	$1.252	6,349,742	D
Common Stock	02/14/2012		S		27,000	D	$1.2	6,322,742	D
Common Stock	02/15/2012		S		76,313	D	$1.154	6,246,429	D
Common Stock	02/15/2012		X		200,000	A	$0.5368	6,446,429	D
Common Stock	02/15/2012		X		178,571	A	$0.5	6,625,000	D

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)
Warrant	⁽¹⁾	02/15/2012		X			200,000	⁽¹⁾	⁽¹⁾	Common Stock	⁽¹⁾	⁽¹⁾	701,065	D
Warrant	⁽²⁾	02/15/2012		X			178,571	⁽²⁾	⁽²⁾	Common Stock	⁽²⁾	⁽²⁾	522,494	D

Explanation of Responses:

1. Represents shares of common stock of the Company issued upon exercise of an in-the-money guarantor warrant issued in connection with the April 2010 private placement of the Company's securities and the Company's then outstanding note obligation to the Sorin Group. The exercise price per share of such warrant is $0.5368. The warrant was exercisable immediately and expires on April 9, 2015.

2. Represents shares of common stock of the Company issued upon exercise of in-the-money guarantor warrants issued in connection with the April 2011 secured promissory note issued by the Company. The 321,427 warrants are exercisable at a price of $0.50 per share, with 178,571 shares vesting immediately upon issuance of the note, and remaining balance of the warrants vesting and exercisable in tranches if the note has not been repaid by the Company on its first, second and third anniversaries of the issuance of the note. The warrant expires on April 28, 2016.

	/s/ David Jorden	02/15/2012
	** Signature of Reporting Person	Date
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