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*
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. Issuer Name and Ticker or Trading Symbol
CYTOMEDIX INC [ CMXI ]
5. 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
3. Date of Earliest Transaction (Month/Day/Year)
05/18/2012
4. 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 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 05/18/2012 C 13,539,816 A (1) 13,539,816 (2) D (3)
Common Stock 86,522 I See Footnote (4)
Common Stock 125,038 I See Footnote (5)
Common Stock 84,624 I See Footnote (6)
Common Stock 338,495 I See Footnote (7)
Common Stock 42,312 I See Footnote (8)
Common Stock 12,694 I See Footnote (9)
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
Series E Convertible Preferred Stock (1) 05/18/2012 C 135,398.16 (1) (1) Common Stock 13,539,816 (2) $0 0 D (3)
Warrant (right to buy) $1.42 (10) (11) Common Stock 61,584 61,584 I See Footnote (4)
Warrant (right to buy) $1.42 (10) (11) Common Stock 89,029 89,029 I See Footnote (5)
Warrant (right to buy) $1.42 (10) (11) Common Stock 238,315 238,315 I See Footnote (6)
Warrant (right to buy) $1.42 (10) (11) Common Stock 12,168 12,168 I See Footnote (8)
Warrant (right to buy) $1.42 (10) (11) Common Stock 12,695 12,695 I See Footnote (9)
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*
Clark B. Jefferson

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

(Street)
CARY NC 27511

(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

(Street)
CHARLOTTESVILLE VA 22903

(City) (State) (Zip)
Explanation of Responses:
1. The Issuer's Series E Convertible Preferred Stock automatically converted into shares of its Common Stock on a 1-for-100 basis upon the filing of the Certificate of Amendment of the Issuer's Certificate of Incorporation with the Secretary of State of the State of Delaware on May 18, 2012, as contemplated in the Exchange and Purchase Agreement by and among Issuer, Aldagen, Inc. and Aldagen Holdings, LLC, dated February 8, 2012 (the "Exchange and Purchase Agreement"). The Series E Convertible Preferred Stock had no expiration date. 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 is incorporated by reference herein.
2. Reflects shares of the Issuer's Common Stock resulting from the automatic conversion of the Issuer's Series E Convertible Preferred Stock.
3. The reportable securities are owned directly by Aldagen Holdings, LLC ("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.
4. 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 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.
5. 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.
6. 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.
7. 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.
8. 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.
9. 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.
10. 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).
11. December 31, 2014.
/s/ S. Halle Vakani, attorney-in-fact for Aldagen Holdings, LLC 05/22/2012
/s/ S. Halle Vakani, attorney-in-fact for William W. Brooke 05/22/2012
/s/ S. Halle Vakani, attorney-in-fact for Kathryne Carr 05/22/2012
/s/ S. Halle Vakani, attorney-in-fact for B. Jefferson Clark 05/22/2012
** Signature of Reporting Person Date
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