-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HnJUpwewTTiNYSzP6qCjLMTYtHlE+8SF/n+kaftNFeOL8KvvAYXOmL8FduZiE8Zb 2oC+RLsOgUHkkIPMfkq9PQ== 0000950129-06-006956.txt : 20060630 0000950129-06-006956.hdr.sgml : 20060630 20060630164629 ACCESSION NUMBER: 0000950129-06-006956 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060630 DATE AS OF CHANGE: 20060630 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JORDEN DAVID EMERSON CENTRAL INDEX KEY: 0001313516 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 713-512-4400 MAIL ADDRESS: STREET 1: 600 TRAVIS STREET 2: SUITE 3700 CITY: HOUSTON STATE: TX ZIP: 77002 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CYTOMEDIX INC CENTRAL INDEX KEY: 0001091596 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 232958959 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-62061 FILM NUMBER: 06938327 BUSINESS ADDRESS: STREET 1: 416 HUNGERFORD DRIVE STREET 2: SUITE 330 CITY: ROCKVILLE STATE: MD ZIP: 20850 BUSINESS PHONE: 3012512815 MAIL ADDRESS: STREET 1: 416 HUNGERFORD DRIVE STREET 2: SUITE 330 CITY: ROCKVILLE STATE: MD ZIP: 20850 FORMER COMPANY: FORMER CONFORMED NAME: AUTOLOGOUS WOUND THERAPY INC DATE OF NAME CHANGE: 20000407 SC 13D/A 1 h37545a1sc13dza.txt DAVID E. JORDEN FOR CYTOMEDIX, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Cytomedix, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.0001 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 23283B204 - -------------------------------------------------------------------------------- (CUSIP Number) David E. Jorden 600 Travis Suite 3700 Houston, Texas 77002 (713) 512-4400 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 30, 2006 - -------------------------------------------------------------------------------- (Date of Events which Require Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D/A CUSIP NO. 23283B204 - -------------------------------------------------------------------------------- (1) NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) David E. Jorden - -------------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- (3) SEC USE ONLY - -------------------------------------------------------------------------------- (4) SOURCE OF FUNDS (SEE INSTRUCTIONS) PF - -------------------------------------------------------------------------------- (5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION U.S. - -------------------------------------------------------------------------------- (7) SOLE VOTING POWER 837,000(1) NUMBER OF SHARES BENEFICIALLY ----------------------------------------------------------------- OWNED BY (8) SHARED VOTING POWER 1,650,800 EACH REPORTING PERSON ----------------------------------------------------------------- WITH (9) SOLE DISPOSITIVE POWER 837,000(1) ----------------------------------------------------------------- (10) SHARED DISPOSITIVE POWER 1,650,800 - -------------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,487,800 - -------------------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] - -------------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.4%(2) - -------------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN - -------------------------------------------------------------------------------- - ----------- (1) Includes warrants to purchase 167,000 shares of common stock held by Mr. Jorden. (2) Issuer had 26,211,389 shares of common stock outstanding as of April 28, 2006. Amendment No. 1 to Schedule 13D This Amendment No. 1 to Schedule 13D (this "Amendment") is filed by the Reporting Person as an amendment to the initial statement on Schedule 13D (the "Original Schedule 13D") as filed with the Securities and Exchange Commission on January 6, 2005. Capitalized terms used but not defined in this Amendment have the meanings set forth in the Original Schedule 13D. The Original Schedule 13D is hereby amended and supplemented as follows: ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) Mr. Jorden beneficially owns 2,487,800 shares of common stock of Issuer representing 9.4% of Issuer's outstanding shares of common stock. The foregoing shares of common stock include 167,000 shares issuable on exercise of warrants at exercise prices of $1.50 to $3.50 per share. (b) Mr. Jorden has the sole power to vote and dispose of 837,000 of the shares of common stock identified in paragraph (a) of this Item 5. Mr. Jorden shares with his wife, Melanie A. Jorden, the power to vote and dispose of 1,650,800 of the shares of common stock identified in paragraph (a) of this Item 5. Ms. Jorden is a U.S. citizen. Ms. Jorden's principal address is c/o David E. Jorden, 600 Travis, Suite 3700, Houston Texas 77002. Ms. Jorden's principal occupation is a homemaker. During the last five years, Ms. Jorden has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the past five years, Ms. Jorden has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which a judgment, decree, or final order has been issued enjoining future violations of, or prohibiting or mandating activities subject to, United States federal or state securities laws or finding any violation with respect to such laws. (c) Change in the beneficial ownership of common stock is due to purchases of common stock, issuance of new warrants and exercise of common stock warrants. In connection with a recently completed private placement of the Company's securities, Mr. Jorden (1) was issued new warrants to purchase 42,000 shares of common stock with an exercise price of $3.50 per share and (2) received 210,000 shares of common stock on exercise of previously outstanding warrants he held at an exercise price of $1.50 per share. Mr. Jorden also recently has made open market purchases of 73,800 shares of common stock at prices ranging from $2.29 to $2.72. (d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares owned by Mr. Jorden, except for Ms. Jorden who shares this right and power with Mr. Jorden with respect to 1,650,800 of the shares of common stock identified in paragraph (a) of this Item 5. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: June 30, 2006 /s/ David E. Jorden ------------------------------------ David E. Jorden -----END PRIVACY-ENHANCED MESSAGE-----