CUSIP No.
|
315721100
|
13G
|
Page 2 of 12 Pages
|
1.
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield Capital, L.P.
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) ý
|
|
3.
|
SEC USE ONLY
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||
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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||
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
4,929,604 (1)
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||
7.
|
SOLE DISPOSITIVE POWER
0
|
||
8.
|
SHARED DISPOSITIVE POWER
4,929,604 (1)
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||
9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,929,604 (1)
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||
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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¨
|
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.97%
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||
12.
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TYPE OF REPORTING PERSON*
PN
|
CUSIP No.
|
315721100
|
13G
|
Page 3 of 12 Pages |
1.
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield Special Situations Fund, L.P.
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) ý
|
|
3.
|
SEC USE ONLY
|
||
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
3,721,184 (2)
|
||
7.
|
SOLE DISPOSITIVE POWER
0
|
||
8.
|
SHARED DISPOSITIVE POWER
3,721,184 (2)
|
||
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,721,184 (2)
|
||
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.75%
|
||
12.
|
TYPE OF REPORTING PERSON*
PN
|
CUSIP No.
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315721100
|
13G
|
Page 4 of 12 Pages |
1.
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield Special Situations International Master Fund, L.P.
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) ý
|
|
3.
|
SEC USE ONLY
|
||
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
||
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
1,208,420
|
||
7.
|
SOLE DISPOSITIVE POWER
0
|
||
8.
|
SHARED DISPOSITIVE POWER
1,208,420
|
||
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,208,420
|
||
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.26%
|
||
12.
|
TYPE OF REPORTING PERSON*
PN
|
CUSIP No.
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315721100
|
13G
|
Page 5 of 12 Pages |
1.
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield Management Company, L.P.
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) ý
|
|
3.
|
SEC USE ONLY
|
||
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
4,131,832 (3)
|
||
7.
|
SOLE DISPOSITIVE POWER
0
|
||
8.
|
SHARED DISPOSITIVE POWER
4,131,832 (3)
|
||
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,131,832 (3)
|
||
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.11%
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||
12.
|
TYPE OF REPORTING PERSON*
PN
|
CUSIP No.
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315721100
|
13G
|
Page 6 of 12 Pages |
1.
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield Special Situations Fund International, Limited
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) ý
|
|
3.
|
SEC USE ONLY
|
||
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
||
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
4,131,832 (4)
|
||
7.
|
SOLE DISPOSITIVE POWER
0
|
||
8.
|
SHARED DISPOSITIVE POWER
4,131,832 (4)
|
||
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,131,832 (4)
|
||
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.11%
|
||
12.
|
TYPE OF REPORTING PERSON*
CO
|
CUSIP No.
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315721100
|
13G
|
Page 7 of 12 Pages |
1.
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
James E. Flynn
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) ý
|
|
3.
|
SEC USE ONLY
|
||
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
9,061,436 (5)
|
||
7.
|
SOLE DISPOSITIVE POWER
0
|
||
8.
|
SHARED DISPOSITIVE POWER
9,061,436 (5)
|
||
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,061,436 (5)
|
||
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.77%
|
||
12.
|
TYPE OF REPORTING PERSON*
IN
|
CUSIP No.
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315721100
|
13G
|
Page 8 of 12 Pages |
Item 1(a). | Name of Issuer: | |
Fibrocell Science, Inc.
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Item 1(b). | Address of Issuer's Principal Executive Offices: | |
405 Eagleview Boulevard
Exton, Pennsylvania 19341
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Item 2(a). | Name of Person Filing: | |
James E. Flynn, Deerfield Capital, L.P., Deerfield Special Situations Fund, L.P., Deerfield Special Situations International Master Fund, L.P., Deerfield Management Company, L.P., Deerfield Special Situations Fund International, Limited
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Item 2(b). | Address of Principal Business Office, or if None, Residence: | |
James E. Flynn, Deerfield Capital, L.P., Deerfield Special Situations Fund, L.P., Deerfield Special Situations International Master Fund, L.P., Deerfield Management Company, L.P., 780 Third Avenue, 37th Floor, New York, NY 10017
Deerfield Special Situations Fund International, Limited, c/o Citi Hedge Fund Services (B.V.I.) Ltd., Bison Court, Columbus Centre, P.O. Box 3460, Road Town, Tortola, D8, British Virgin Islands
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Item 2(c). | Citizenship: | |
Deerfield Capital, L.P., Deerfield Management Company, L.P. and Deerfield Special Situations Fund, L.P. - Delaware limited partnerships
Deerfield Special Situations Fund International, Limited- British Virgin Islands corporation
Deerfield Special Situations International Master Fund, L.P. - British Virgin Islands limited partnership
James E. Flynn – United States citizen
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Item 2(d). | Title of Class of Securities: | |
Common Stock
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Item 2(e). | CUSIP Number: | |
315721100
|
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Item 3. |
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(a) | o | Broker or dealer registered under Section 15 of the Exchange Act. | |
(b) | o | Bank as defined in Section 3(a)(6) of the Exchange Act. | |
(c) | o | Insurance company as defined in Section 3(a)(19) of the Exchange Act. | |
(d) | o | Investment company registered under Section 8 of the Investment Company Act. |
CUSIP No.
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315721100
|
13G
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Page 9 of 12 Pages |
(e) | o | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
(f) | o | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); | |
(g) | o | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); |
(h) | o | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; |
(i) | o | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; | |
(j) | o |
A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
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(k) | o |
Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
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Item 4. | Ownership. |
(a) |
Amount beneficially owned**:
|
||
Deerfield Capital, L.P. – 4,929,604 shares
Deerfield Special Situations Fund, L.P. – 3,721,184 shares
Deerfield Special Situations International Master Fund, L.P. – 1,208,420 shares
Deerfield Management Company, L.P. – 4,131,832 shares
Deerfield Special Situations Fund International, Limited – 4,131,832 shares
James E. Flynn – 9,061,436 shares
|
|||
(b) |
Percent of class**:
|
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Deerfield Capital, L.P. – 4.97%
Deerfield Special Situations Fund, L.P. – 3.75%
Deerfield Special Situations International Master Fund, L.P. – 1.26%
Deerfield Management Company, L.P. – 4.11%
Deerfield Special Situations International, Limited – 4.11%
James E. Flynn – 8.77%
|
(c) |
Number of shares as to which such person has**:
|
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(i) | Sole power to vote or to direct the vote |
All Reporting Persons - 0
|
|||
(ii) | Shared power to vote or to direct the vote |
Deerfield Capital, L.P. – 4,929,604
Deerfield Special Situations Fund, L.P. – 3,721,184
Deerfield Special Situations International Master Fund, L.P. – 1,208,420
Deerfield Management Company, L.P. – 4,131,832
Deerfield Special Situations Fund International, Limited – 4,131,832
James E. Flynn - 9,061,436
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CUSIP No.
|
315721100
|
13G
|
Page 10 of 12 Pages |
(iii) |
Sole power to dispose or to direct the disposition of
|
All Reporting Persons - 0
|
|||
(iv) |
Shared power to dispose or to direct the disposition of
|
Deerfield Capital, L.P. – 4,929,604
Deerfield Special Situations Fund, L.P. – 3,721,184
Deerfield Special Situations International Master Fund, L.P. – 1,208,420
Deerfield Management Company, L.P. – 4,131,832
Deerfield Special Situations Fund International, Limited – 4,131,832
James E. Flynn - 9,061,436
|
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
|
|
Item 6.
|
Ownership of More Than Five Percent on Behalf of Another Person. |
|
N/A
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
|
N/A
|
CUSIP No.
|
315721100
|
13G
|
Page 11 of 12 Pages |
Item 8.
|
Identification and Classification of Members of the Group. |
|
Please see Exhibit B
|
Item 9.
|
Notice of Dissolution of Group. |
|
N/A
|
Item 10.
|
Certifications. |
CUSIP No.
|
315721100
|
13G
|
Page 12 of 12 Pages |
DEERFIELD CAPITAL, L.P.
|
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By:
|
J.E. Flynn Capital LLC, General Partner
|
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By:
|
/s/ Jonathan Isler
|
|
Jonathan Isler, Attorney-In-Fact
|
||
DEERFIELD SPECIAL SITUATIONS FUND, L.P.
|
||
By:
|
Deerfield Capital, L.P., General Partner
|
|
By:
|
J.E. Flynn Capital LLC, General Partner
|
|
By:
|
/s/ Jonathan Isler
|
|
|
Jonathan Isler, Attorney-In-Fact
|
DEERFIELD SPECIAL SITUATIONS INTERNATIONAL MASTER FUND, L.P.
|
||
By:
|
Deerfield Capital, L.P., General Partner
|
|
By:
|
J.E. Flynn Capital LLC, General Partner
|
|
By:
|
/s/ David Clark
|
|
David Clark, Authorized Signatory
|
DEERFIELD MANAGEMENT COMPANY, L.P.
|
||
By:
|
Flynn Management LLC, General Partner
|
|
By:
|
/s/ Jonathan Isler
|
|
Jonathan Isler, Attorney-In-Fact
|
||
DEERFIELD SPECIAL SITUATIONS FUND INTERNATIONAL, LIMITED
|
||
By:
|
/s/ Jonathan Isler
|
|
Jonathan Isler, Attorney-In-Fact
|
JAMES E. FLYNN
|
||
/s/ Jonathan Isler
|
||
Jonathan Isler, Attorney-In-Fact
|
DEERFIELD CAPITAL, L.P.
|
||
By:
|
J.E. Flynn Capital LLC, General Partner
|
|
By:
|
/s/ Jonathan Isler
|
|
Jonathan Isler, Attorney-In-Fact
|
||
DEERFIELD SPECIAL SITUATIONS FUND, L.P.
|
||
By:
|
Deerfield Capital, L.P., General Partner
|
|
By:
|
J.E. Flynn Capital LLC, General Partner
|
|
By:
|
/s/ Jonathan Isler
|
|
|
Jonathan Isler, Attorney-In-Fact
|
DEERFIELD SPECIAL SITUATIONS INTERNATIONAL MASTER FUND, L.P.
|
||
By:
|
Deerfield Capital, L.P., General Partner
|
|
By:
|
J.E. Flynn Capital LLC, General Partner
|
|
By:
|
/s/ David Clark
|
|
David Clark, Authorized Signatory
|
DEERFIELD MANAGEMENT COMPANY, L.P.
|
||
By:
|
Flynn Management LLC, General Partner
|
|
By:
|
/s/ Jonathan Isler
|
|
Jonathan Isler, Attorney-In-Fact
|
||
DEERFIELD SPECIAL SITUATIONS FUND INTERNATIONAL, LIMITED
|
||
By:
|
/s/ Jonathan Isler
|
|
Jonathan Isler, Attorney-In-Fact
|
JAMES E. FLYNN
|
||
/s/ Jonathan Isler
|
||
Jonathan Isler, Attorney-In-Fact
|