SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

TOZER DEAN

(Last)

(First)

(Middle)

209 PERRY PARKWAY

SUITE 7

(Street)

GAITHERSBURG

20877

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/30/2014

3. Issuer Name and Ticker or Trading Symbol
CYTOMEDIX INC [ CMXI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CHIEF COMMERCIAL OFFICER

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
WARRANTS TO PURCHASE SHARES OF COMMON STOCK⁽¹⁾	10/15/2013	10/15/2015	COMMON STOCK	100,000	$0.37	D
OPTIONS TO PURCHASE SHARES OF COMMON STOCK	⁽²⁾	04/08/2024	COMMON STOCK	1,540,800	$0.6	D

Explanation of Responses:

1. Approved by the Board and Issued by the Company in connection with the Consulting Agreement dated October 15, 2013, as amended to date.

2. Represents options to purchase shares of the Company's common stock granted pursuant to the 2013 Equity Incentive Plan, subject to the authorized share availability. The subject options vest over three year vesting period, with the vesting period commencing twelve months from the grant date when one quarter of such options will vest and the remainder of the subject options vesting in equal monthly increments over the period of twenty four months following such date. The foregoing option grant was approved by the Board of Directors.

	/s/ Dean Tozer	04/10/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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