FIBROCELL SCIENCE, INC.
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(Name of Issuer)
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Common Stock, par value $0.001 per share
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(Title of Class of Securities)
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315721100
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(CUSIP Number)
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Third Security, LLC
1881 Grove Avenue
Radford, Virginia 24141
Attention: Marcus E. Smith, Esq.
(540) 633-7900
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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Copy to:
Intrexon Corporation
Attention: Legal
20374 Seneca Meadows Parkway
Germantown, Maryland 20876
(301) 556-9809
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January 24, 2014
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(Date of Event which Requires Filing of this Statement)
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CUSIP No. 315721100
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Page 2 of 9
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS |
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Randal J. Kirk
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
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(a) o
(b) x |
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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PF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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7
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SOLE VOTING POWER
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NUMBER OF
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9,219,512
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SHARES
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BENEFICIALLY
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8
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SHARED VOTING POWER
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OWNED BY
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6,024,915
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EACH
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REPORTING |
9
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SOLE DISPOSITIVE POWER
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PERSON WITH
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9,219,512
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10
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SHARED DISPOSITIVE POWER
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6,024,915
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,244,427 |
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.3% |
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14
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TYPE OF REPORTING PERSON
IN |
CUSIP No. 315721100
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Page 3 of 9
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS |
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THIRD SECURITY, LLC
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I.R.S. IDENTIFICATION NO.: 54-1923091
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
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(a) o
(b) x |
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Virginia
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7
|
SOLE VOTING POWER
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NUMBER OF
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9,219,512
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SHARES
|
||||
BENEFICIALLY
|
8
|
SHARED VOTING POWER
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OWNED BY
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0
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EACH
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REPORTING |
9
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SOLE DISPOSITIVE POWER
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PERSON WITH
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9,219,512
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|
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10
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SHARED DISPOSITIVE POWER
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|
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0
|
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11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,219,512
|
|||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.6%
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14
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TYPE OF REPORTING PERSON
OO – limited liability company |
CUSIP No. 315721100
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Page 4 of 9
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS |
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NRM VII HOLDINGS I, LLC
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I.R.S. IDENTIFICATION NO.: 27-1471440
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
|
|||
|
(a) o
(b) x |
|||
3
|
SEC USE ONLY
|
|||
|
|
|||
4
|
SOURCE OF FUNDS
|
|||
|
|
|||
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WC
|
|||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|||
|
|
|||
Virginia
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||||
|
7
|
SOLE VOTING POWER
|
||
NUMBER OF
|
9,219,512
|
|||
SHARES
|
||||
BENEFICIALLY
|
8
|
SHARED VOTING POWER
|
||
OWNED BY
|
0
|
|||
EACH
|
||||
REPORTING |
9
|
SOLE DISPOSITIVE POWER
|
||
PERSON WITH
|
9,219,512
|
|||
|
|
|
||
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
0
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,219,512
|
|||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.6%
|
|||
14
|
TYPE OF REPORTING PERSON
OO – limited liability company
|
CUSIP No. 315721100
|
Page 5 of 9
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS |
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INTREXON CORPORATION
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I.R.S. IDENTIFICATION NO.: 26-0084895
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
|
|||
|
(a) o
(b) x |
|||
3
|
SEC USE ONLY
|
|||
|
|
|||
4
|
SOURCE OF FUNDS
|
|||
|
|
|||
|
WC
|
|||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|||
|
|
|||
Virginia
|
||||
|
7
|
SOLE VOTING POWER
|
||
NUMBER OF
|
0
|
|||
SHARES
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||||
BENEFICIALLY
|
8
|
SHARED VOTING POWER
|
||
OWNED BY
|
6,024,915
|
|||
EACH
|
||||
REPORTING |
9
|
SOLE DISPOSITIVE POWER
|
||
PERSON WITH
|
0
|
|||
|
|
|
||
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
6,024,915
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,024,915
|
|||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.7%
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14
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TYPE OF REPORTING PERSON
CO
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CUSIP No. 315721100
|
Page 6 of 9
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CUSIP No. 315721100
|
Page 7 of 9
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Item 4. | Purpose of Transaction. |
Item 5. | Interest in Securities of the Issuer. |
Reporting Person
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Amount of Common Stock
Beneficially
Owned
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Percent
of Class
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Sole Power
to Vote or
Direct
the Vote
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Shared
Power to
Vote or
Direct
the Vote
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Sole Power to
Dispose or to
Direct the
Disposition
|
Shared Power to
Dispose or to
Direct the
Disposition
|
||||||||||||||||||
Randal J. Kirk
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15,244,427
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37.3
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%
|
9,219,512
|
6,024,915
|
9,219,512
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6,024,915
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|||||||||||||||||
Third Security, LLC
|
9,219,512
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22.6
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%
|
9,219,512
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--
|
9,219,512
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--
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|||||||||||||||||
NRM VII Holdings I, LLC
|
9,219,512
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22.6
|
%
|
9,219,512
|
--
|
9,219,512
|
--
|
|||||||||||||||||
Intrexon Corporation
|
6,024,915
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14.7
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%
|
—
|
6,024,915
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—
|
6,024,915
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CUSIP No. 315721100
|
Page 8 of 9
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Item 7.
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Material to be Filed as Exhibits.
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Exhibit 1 | Supplemental Stock Issuance Agreement between the Company and Intrexon dated January 10, 2014 (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, dated January 10, 2014 and filed January 13, 2014, and incorporated herein by reference) |
Exhibit 2 | Joint Filing Agreement, dated as of January 28, 2014, by and among Mr. Kirk, Third Security, NRM VII Holdings and Intrexon |
CUSIP No. 315721100
|
Page 9 of 9
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Date: January 28, 2014
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/s/ Randal J. Kirk
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Randal J. Kirk
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THIRD SECURITY, LLC
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By:
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/s/ Randal J. Kirk
|
|
|
Randal J. Kirk
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|
|
Manager
|
|
|
|
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NRM VII HOLDINGS I, LLC
|
|
|
|
|
|
By:
|
/s/ Randal J. Kirk
|
|
|
Randal J. Kirk
|
|
|
Manager
|
|
|
|
|
INTREXON CORPORATION
|
|
|
|
|
|
By:
|
/s/ Randal J. Kirk
|
|
|
Randal J. Kirk
|
|
|
Chief Executive Officer
|
Exhibit 1 | Supplemental Stock Issuance Agreement between the Company and Intrexon dated January 10, 2014 (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, dated January 10, 2014 and filed January 13, 2014, and incorporated herein by reference) |
Exhibit 2 | Joint Filing Agreement, dated as of January 28, 2014, by and among Mr. Kirk, Third Security, NRM VII Holdings and Intrexon |