SEC FORM 3/A

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^*

CLAUSEN PETER

(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 SCIENCE OFFICER

5. If Amendment, Date of Original Filed (Month/Day/Year)
04/14/2014

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)
COMMON STOCK⁽¹⁾	195,891	D

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)
OPTIONS TO PURCHASE COMMON STOCK	⁽²⁾	⁽²⁾	COMMON STOCK	205,000	⁽²⁾	D
WARRANTS TO PURCHASE COMMON STOCK	⁽³⁾	⁽³⁾	COMMON STOCK	81,893	⁽³⁾	D
OPTIONS TO PURCHASE COMMON STOCK	⁽⁴⁾⁽⁵⁾	04/08/2024	COMMON STOCK	300,000	$0.6⁽⁴⁾	D

Explanation of Responses:

1. Includes 145,560 shares of the Company's common stock beneficially owned by the spouse of the reporting person.

2. Includes grants of 205,000 options to acquire shares of the Company's common stock issued pursuant to the shareholder approved equity compensation plan of the Company. All such grants have been approved by the Board, with issue dates from September 2008 to December 2011, expiration dates from September 2018 to December 2021, at various exercise prices.

3. Includes 167,276 warrants to acquire shares of the Company's common stock sold in the April 2010 and October 2010 private placements of the Company's securities. Issue dates for such warrants range from April 2010 to October 2010, expiration dates from April 2015 to April 2016, at various exercise prices.

4. Represents options to purchase shares of the Company's common stock granted pursuant to the 2013 Equity Incentive Plan. The subject options vest in equal monthly installments over the twelve-month period from the grant date. The foregoing option grant was approved by the Board of Directors.

5. This Amendment to the previously filed Form 3 is being filed to amend and update the number of options granted on April 8, 2014.

	/s/ Peter Clausen	06/20/2014
	** 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).
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