SC 13D 1 cytomedix13d040401.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (RULE 13D-101) Under the Securities Exchange Act of 1934 (Amendment No. 2) Cytomedix, Inc (Name of Issuer) Common Stock (Title of Class of Securities) 23283B204 (CUSIP Number) Edward T Isleib, 1600 Rockcliff Road, Austin, TX 78746 (512)328-4932 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 5, 2004 (Date of Event which Requires Filing of the Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP No. 23283B204 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Michael Marcus 2. Check the Appropriate Box if a Member of a Group (See Instructions) a. N/A b. _______________________________________________________ 3. SEC Use Only _______________________________________________________ 4. Source of Funds (See Instructions) PF _______________________________________________________ 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) N/A _______________________________________________________ 6. Citizenship or Place of Organization U.S. _______________________________________________________ Number of 7. Sole Voting Power 1,700,000 Shares Bene- ________________________________________ ficially by 8. Shared Voting Power Owned by Each ________________________________________ Reporting 9. Sole Dispositive Power 1,700,000 Person With ________________________________________ 10. Shared Dispositive Power _______________________________________________________ 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,700,000 _______________________________________________________ 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares _______________________________________________________ 13. Percent of Class Represented by Amount in Row (11) 9.53% _______________________________________________________ 14. Type of Reporting Person (See Instructions) IN _______________________________________________________ ITEM 1. SECURITY AND ISSUER The class of equity securities to which this Schedule 13D relates to the Common Stock, $.001 par value of Cytomedix, Inc., a Delaware Corporation (the Issuer). Its principal executive offices are located in Little Rock, Arkansas. ITEM 2. IDENTITY AND BACKGROUND The person filing this statement is Michael P. Marcus. Mr. Marcus is a U.S. citizen. The address of Mr. Marcus is 1600 Rockcliff Road, Austin, TX 78746. Mr. Marcus' principal occupation is as an Investor. During the last five years, Mr. Marcus has not been a party to a civil proceeding (excluding traffic violations or similar misdemeanors). During the past five years, Mr. Marcus has not been a party to a civil proceeding of a judicial or administrative body as a result of which a judgment, decree, or final order has been issued enjoining future violations of, or prohibiting or mandating activities subject to, United States federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The source of all funds used for the purchase of the securities identified herein was personal funds. ITEM 4. PURPOSE OF TRANSACTION The securities identified herein have been acquired by Mr. Marcus solely for investment purposes. ITEM 5. INTEREST IN SECURITY OF THE ISSUER. (i) Mr. Marcus beneficially owns 1,700,000 shares of common stock of the issuer representing 9.53% of the issuer's outstanding shares of common stock. The foregoing shares of common stock include 200,000 shares issuable upon exercise of warrants at an exercise price of $1.50 per share. (ii) Mr. Marcus has the sole power to vote and dispose of the shares of common stock identified in paragraph (a) above. (iii) On or about March 31, 2004, Mr. Marcus acquired 200,000 shares of common stock and 200,000 warrants in a private placement. (iii) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares owned by Mr. Marcus. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. None. ITEM 7. MATERIALS TO BE FILED AS EXHIBITS. None. AFTER REASONABLE INQUIRY AND TO THE BEST OF MY KNOWLEDGE AND BELIEF, I CERTIFY THAT THE INFORMATION SET FORTH IN THIS STATEMENT IS TRUE, COMPLETE AND CORRECT. DATED: April 5, 2004 /S/ Michael P. Marcus _______________________ Michael P. Marcus