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Filing Details

Accession Number:: 0001578563-15-000012
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2015-03-12 18:20:41
Reporting Period:: 2013-06-13

Filing Date:: 2015-03-12
Accepted Time:: 2015-03-12 18:20:41
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1091596	Nuo Therapeutics Inc.	NUOT	Surgical & Medical Instruments & Apparatus (3841)	232958959

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1435388	Jefferson B. Clark	C/O Thomas A. Allen, Esq. 4101 Lake Boone Trail, Suite 300 Raleigh NC 27607	No	No	Yes	Yes
1544982	Aldagen Holdings, Llc	C/O Thomas A. Allen, Esq. 4101 Lake Boone Trail, Ste 300 Raleigh NC 27607	No	No	Yes	Yes
1545337	W William Brooke	C/O Thomas A. Allen, Esq. 4101 Lake Boone Trail, Suite 300 Raleigh NC 27607	No	No	Yes	Yes

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common Stock	Disposition	2013-06-13	105,300	$0.00	11,936,265	No	4	J	Direct
Common Stock	Acquisiton	2014-11-11	1,270,000	$1.18	13,206,265	No	4	J	Direct
Common Stock	Disposition	2014-12-30	1,200	$0.35	13,205,065	No	4	S	Direct
Common Stock	Disposition	2015-01-09	15,850	$0.35	13,189,215	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	J	Direct
No	4	J	Direct
No	4	S	Direct
No	4	S	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	108,830	Indirect	See Footnote 4
Common Stock	157,276	Indirect	See Footnote 5
Common Stock	175,533	Indirect	See Footnote 6
Common Stock	429,404	Indirect	See Footnote 7
Common Stock	60,494	Indirect	See Footnote 8

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Common Stock	Warrant (right to buy)	$0.75	2013-02-22	2018-02-21	15,616	15,616	Indirect
Common Stock	Warrant (right to buy)	$0.75	2013-02-22	2018-02-21	22,567	22,567	Indirect
Common Stock	Warrant (right to buy)	$0.75	2013-02-22	2018-02-21	63,636	63,636	Indirect
Common Stock	Warrant (right to buy)	$0.75	2013-02-22	2018-02-21	63,636	63,636	Indirect
Common Stock	Warrant (right to buy)	$0.75	2013-02-22	2018-02-21	12,727	12,727	Indirect

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
2018-02-21	15,616	15,616	Indirect
2018-02-21	22,567	22,567	Indirect
2018-02-21	63,636	63,636	Indirect
2018-02-21	63,636	63,636	Indirect
2018-02-21	12,727	12,727	Indirect

Footnotes

Distribution by Aldagen Holdings, LLC ("Holdings") to independent third party in exchange for professional services rendered.
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 and William Brooke. 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.
On November 11, 2014, Holdings became entitled to receive 1,270,000 shares of Issuer's common stock pursuant to a post-closing milestone provision in the Exchange and Purchase Agreement (as amended, the "Agreement") among the Issuer, Aldagen, Inc. and Holdings, dated February 8, 2012, as amended by the Second Amendment dated November 11, 2014 (the "Second Amendment"). The Agreement provided that Holdings receive additional shares, for no additional consideration, if Issuer achieved specified research milestones. Pursuant to the Second Amendment, Holdings agreed to receive 1,270,000 shares in full satisfaction of all obligations Issuer held pursuant to the post-closing milestone provisions in the Agreement. The price per share set forth in the Agreement is $1.1817, as agreed upon by the parties to the Agreement on February 8, 2012. Holdings's right to receive additional shares became fixed and irrevocable on November 11, 2014, the effective date of the Second Amendment.
The reportable securities are owned directly by Harbinger/Aurora Venture Fund, L.L.C. ("Harbinger Venture Fund"), and indirectly by Harbinger/Aurora Ventures, L.L.C. ("Harbinger Ventures LLC"), as the managing member of Harbinger Venture Fund. Mr. Clark is the president of Harbinger Ventures LLC and a managing member of Holdings. Harbinger Ventures LLC and Harbinger Venture Fund may share voting and dispositive power over the shares directly held by Harbinger Venture Fund. Mr. Clark disclaims beneficial ownership of these securities and this report is not an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of his pecuniary interest therein.
The reportable securities are owned directly by Harbinger/Aurora QP Venture Fund, L.L.C. ("Harbinger QP"), and indirectly by Harbinger Ventures LLC, as the managing member of Harbinger QP. Harbinger Ventures LLC and Harbinger QP may share voting and dispositive power over the shares directly held by Harbinger QP. Mr. Clark disclaims beneficial ownership of these securities and this report is not an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of his pecuniary interest therein.
The reportable securities are owned directly by Harbert Venture Partners (Annex Fund), L.L.C. ("Harbert Venture Fund"), indirectly by Harbert Venture Partners MM, LLC ("Harbert Venture Partners LLC"), as the sole managing member of Harbert Venture Fund, and indirectly by Will Brooke, as managing partner of Harbert Venture Partners LLC. Mr. Brooke is a managing member of Holdings. Harbert Venture Fund, Harbert Venture Partners LLC, and Mr. Brooke may share voting and dispositive power over the shares directly held by Harbert Venture Fund. Mr. Brooke disclaims beneficial ownership of these securities and this report is not an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of his pecuniary interest therein.
The reportable securities are owned directly by ALD Co-Investor, LLC ("ALD"), indirectly by Harbert Venture Partners LLC, as the sole managing member of ALD, and indirectly by Mr. Brooke, as managing partner of Harbert Venture Partners LLC. ALD, Harbert Venture Partners LLC, and Mr. Brooke may share voting and dispositive power over the shares directly held by ALD. Mr. Brooke disclaims beneficial ownership of these securities and this report is not an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of his pecuniary interest therein.
The reportable securities are owned directly by Aurora Enrichment Fund, L.L.C. ("Aurora"), and indirectly by Aurora Enrichment Management Company, L.L.C. ("Aurora Management Co"), as the managing member of Aurora, and each of the individual managing members of Aurora Management Co. The individual managing members (each an "Aurora Manager" and collectively, the "Aurora Managers") of Aurora Management Co are Messrs. Clark and Albert. Mr. Clark is the manager of Aurora Management Co and a managing member of Holdings. Aurora Management Co, Aurora, and the Aurora Managers may share voting and dispositive power over the shares directly held by Aurora. Each Aurora Manager disclaims beneficial ownership of these securities and this report is not an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of his pecuniary interest therein.