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*
Aldagen Holdings, LLC

(Last) (First) (Middle)
C/O THOMAS A. ALLEN
4101 LAKE BOONE TRAIL, SUITE 300

(Street)
RALEIGH NC 27607

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
02/08/2012
3. Issuer Name and Ticker or Trading Symbol
CYTOMEDIX INC [ CMXI ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) X Other (specify below)
May be part of a 13(d) group
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Common Stock 86,522 I See Footnote (1)
Common Stock 125,038 I See Footnote (2)
Common Stock 84,624 I See Footnote (3)
Common Stock 338,495 I See Footnote (4)
Common Stock 42,312 I See Footnote (5)
Common Stock 12,694 I See Footnote (11)
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series E Preferred Stock (7) (6) Common Stock 13,539,816 (7) D (10)
Warrant (right to buy) (8) (9) Common Stock 61,584 1.42 I See Footnote (1)
Warrant (right to buy) (8) (9) Common Stock 89,029 1.42 I See Footnote (2)
Warrant (right to buy) (8) (9) Common Stock 238,315 1.42 I See Footnote (3)
Warrant (right to buy) (8) (9) Common Stock 12,168 1.42 I See Footnote (5)
Warrant (right to buy) (8) (9) Common Stock 12,695 1.42 I See Footnote (11)
1. Name and Address of Reporting Person*
Aldagen Holdings, LLC

(Last) (First) (Middle)
C/O THOMAS A. ALLEN
4101 LAKE BOONE TRAIL, SUITE 300

(Street)
RALEIGH NC 27607

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Brooke William W

(Last) (First) (Middle)
1210 EAST CARY STREET,
SUITE 400

(Street)
RICHMOND VA 23219

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Carr Kathryne

(Last) (First) (Middle)
315 OLD IVY WAY
SUITE 301

(Street)
CHARLOTTESVILLE VA 22903

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Clark B. Jefferson

(Last) (First) (Middle)
790 SE CARY PARKWAY,
SUITE 204

(Street)
CARY NC 27511

(City) (State) (Zip)
Explanation of Responses:
1. The reportable securities are owned directly by Harbinger/Aurora Venture Fund, L.L.C. ("Harbinger Venture Fund"), and indirectly by Harbinger/Aurora Ventures, L.L.C. ("Harbinger Ventures LLC"), as the managing member of Harbinger Venture Fund. Mr. Clark is the president of Harbinger Ventures LLC and a managing member of Aldagen Holdings, LLC ("Holdings"). Harbinger Ventures LLC and Harbinger Venture Fund may share voting and dispositive power over the shares directly held by Harbinger Venture Fund. Mr. Clark 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.
2. The reportable securities are owned directly by Harbinger/Aurora QP Venture Fund, L.L.C. ("Harbinger QP"), and indirectly by Harbinger Ventures LLC, as the managing member of Harbinger QP. Harbinger Ventures LLC and Harbinger QP may share voting and dispositive power over the shares directly held by Harbinger QP. Mr. Clark 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 Harbert Venture Partners (Annex Fund), L.L.C. ("Harbert Venture Fund"), indirectly by Harbert Venture Partners MM, LLC ("Harbert Venture Partners LLC"), as the sole managing member of Harbert Venture Fund, and indirectly by Will Brooke, as managing partner of Harbert Venture Partners LLC. Mr. Brooke is a managing member of Holdings. Harbert Venture Fund, Harbert Venture Partners LLC, and Mr. Brooke may share voting and dispositive power over the shares directly held by Harbert Venture Fund. Mr. Brooke 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 ALD Co-Investor, LLC ("ALD"), indirectly by Harbert Venture Partners LLC, as the sole managing member of ALD, and indirectly by Mr. Brooke, as managing partner of Harbert Venture Partners LLC. ALD, Harbert Venture Partners LLC, and Mr. Brooke may share voting and dispositive power over the shares directly held by ALD. Mr. Brooke 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 Aurora Enrichment Fund, L.L.C. ("Aurora"), and indirectly by Aurora Enrichment Management Company, L.L.C. ("Aurora Management Co"), as the managing member of Aurora, and each of the individual managing members of Aurora Management Co. The individual managing members (each an "Aurora Manager" and collectively, the "Aurora Managers") of Aurora Management Co are Messrs. Clark and Albert. Mr. Clark is the manager of Aurora Management Co and a managing member of Holdings. Aurora Management Co, Aurora, and the Aurora Managers may share voting and dispositive power over the shares directly held by Aurora. Each Aurora Manager 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. Not Applicable.
7. 135,398.16 shares of Series E Preferred Stock of the Issuer will automatically convert into 13,359,816 shares of Issuer's common stock, to occur upon the Issuer's filing of its Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware. The reporting persons acquired these securities on February 8, 2012, as consideration for the reporting person's common stock, preferred stock and convertible notes of Aldagen, Inc., which Issuer acquired pursuant to the Exchange and Purchase Agreement by and among Cytomedix, Inc., Aldagen, Inc., and Holdings, dated February 8, 2012 (the "Exchange and Purchase Agreement"). The Exchange and Purchase Agreement is attached as Exhibit 2.1 to the Issuer's Form 8-K filed with the Securities and Exchange Commission on February 9, 2012 and incorporated by reference herein.
8. 30% of the warrant is exercisable on February 8, 2012, and the remaining balance of the warrant is exercisable upon the occurrence of the Third Post-Closing Issuance (as defined and set forth in Section 2.4 of the Exchange and Purchase Agreement).
9. December 31, 2014.
10. The reportable securities are owned directly by Holdings. The shares directly held by Holdings are indirectly held by the individual managing members of Holdings (each a "Holdings Managing Member" and collectively, the "Holdings Managing Members"). The Holdings Managing Members are B. Jefferson Clark, William Brooke and Kathryne Carr. The Holdings Managing Members may share voting and dispositive power over the shares directly held by Holdings. Each Holdings Managing Member disclaims beneficial ownership of these securities and this report is not an admission that any Holdings Managing Member is a beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of his or her pecuniary interest therein.
11. The reportable securities are owned directly by Tall Oaks Capital Investments, LLC ("Tall Oaks"), and indirectly by Tall Oaks Capital Partners, LLC ("Tall Oaks Partners"), as the managing member of Tall Oaks, and each of the individual managing directors of Tall Oaks Partners. The individual managing directors (each a "Tall Oaks Manager" and collectively, the "Tall Oaks Managers") of Tall Oaks Partners are Ms. Carr, Hiram Ewald and Colin Rolph. Tall Oaks Partners, Tall Oaks and the Tall Oaks Managers may share voting and dispositive power over the shares directly held by Tall Oaks. Each Tall Oaks Manager disclaims beneficial ownership of these securities and this report is not an admission that he or she is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of his or her pecuniary interest therein.
/s/ Thomas A. Allen, attorney-in-fact for Aldagen Holdings, LLC 04/05/2012
/s/ Thomas A. Allen, attorney-in-fact for William W. Brooke 04/05/2012
/s/ Thomas A. Allen, attorney-in-fact for Kathryne Carr 04/05/2012
/s/ Thomas A. Allen, attorney-in-fact for B. Jefferson Clark 04/05/2012
** Signature of Reporting Person Date
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