| 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 02/08/2012 |
3. Issuer Name and Ticker or Trading Symbol
Nuo Therapeutics, Inc. [ NUOT ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) 04/10/2012 |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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) |
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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 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) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series E Preferred Stock | (1) | (2) | Common Stock | 13,399,986 | (1) | D(3) | |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. 133,399,986 shares of Series E Preferred Stock of the Issuer will automatically convert into 13,399,986 shares of Issuer's common stock, to occur upon the Issuer's filing of its Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware. The reporting persons acquired these securities on February 8, 2012, as consideration for the reporting person's common stock, preferred stock and convertible notes of Aldagen, Inc., which Issuer acquired pursuant to the Exchange and Purchase Agreement by and among Cytomedix, Inc., Aldagen, Inc., and Holdings,dated February 8, 2012 (the "Exchange and Purchase Agreement"). 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 incorporated by reference herein. |
| 2. Not Applicable. |
| 3. The reportable securities are owned directly by 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. |
| Remarks: |
| The filing is being amended to reflect a reduction in the number of shares beneficially owned by Aldagen Holdings, LLC ("Holdings") as a result of a reduction in the number of escrowed shares available for release to Holdings in connection with the settlement of expenses following closing of the transactions contemplated by the Exchange and Purchase Agreement (as defined below). Post-closing expenses exceeded an agreed-upon threshold, and the number of escrowed shares available for release to Holdings was reduced by 139,830 shares as a result. |
| /s/ Thomas A. Allen, attorney-in-fact | 03/12/2015 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||