Statement of Changes in Beneficial Ownership (4)
December 13 2019 - 4:07PM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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
*
Buckley Sean D. |
2. Issuer Name and Ticker or Trading Symbol
Fibrocell Science, Inc.
[
FCSC
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Financial Officer |
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(Last)
(First)
(Middle)
FIBROCELL SCIENCE, INC., 405 EAGLEVIEW BLVD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/13/2019 |
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(Street)
EXTON, PA 19341
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
| Option to Purchase Common Stock | $232.5 | 12/13/2019 | | D | | | 200 | (1) | 1/14/2021 | Common Stock | 200.0 | (1) | 0 | D | |
| Option to Purchase Common Stock | $82.35 | 12/13/2019 | | D | | | 334 | (1) | 7/19/2023 | Common Stock | 334.0 | (1) | 0 | D | |
| Option to Purchase Common Stock | $63.6 | 12/13/2019 | | D | | | 1000 | (1) | 4/1/2025 | Common Stock | 1000.0 | (1) | 0 | D | |
| Option to Purchase Common Stock | $11.25 | 12/13/2019 | | D | | | 2229 | (1) | 9/27/2026 | Common Stock | 2229.0 | (1) | 0 | D | |
| Option to Purchase Common Stock | $11.25 | 12/13/2019 | | D | | | 4000 | (1) | 3/16/2027 | Common Stock | 4000.0 | (1) | 0 | D | |
| Option to Purchase Common Stock | $3.45 | 12/13/2019 | | D | | | 5000 | (1) | 1/25/2028 | Common Stock | 5000.0 | (1) | 0 | D | |
| Option to Purchase Common Stock | $1.78 | 12/13/2019 | | D | | | 30000 | (1) | 4/12/2029 | Common Stock | 30000.0 | (1) | 0 | D | |
| Option to Purchase Common Stock | $1.82 | 12/13/2019 | | D | | | 15000 | (1) | 8/18/2029 | Common Stock | 15000.0 | (1) | 0 | D | |
| Explanation of Responses: |
| (1) | Pursuant to the Merger Agreement, effective as of immediately prior to the effective time of the merger of the Company and Merger Sub, outstanding options, whether vested or not, became fully vested in accordance with the terms of the Merger Agreement and were canceled in exchange for a cash payment equal to the number of shares of Company common stock underlying the options multiplied by the excess of the per share merger consideration of $3.00 over the per share exercise price. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Buckley Sean D.
FIBROCELL SCIENCE, INC.
405 EAGLEVIEW BLVD
EXTON, PA 19341 |
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| Chief Financial Officer |
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Signatures
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| /s/ Sean D. Buckley | | 12/13/2019 |
| **Signature of Reporting Person | Date |
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