Statement of Changes in Beneficial Ownership (4)
May 01 2015 - 3:12PM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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hours per response...
0.5
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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
*
Sixth Floor Investors LP
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2. Issuer Name
and
Ticker or Trading Symbol
CELLULAR DYNAMICS INTERNATIONAL, INC.
[
ICEL
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
3555 TIMMONS LANE, SUITE 800,
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3. Date of Earliest Transaction
(MM/DD/YYYY)
4/30/2015
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(Street)
HOUSTON, TX 77027
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock, $0.0001 par value per share ("Common Stock")
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4/30/2015
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U
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2091282
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D
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$16.50
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0
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D
(1)
(2)
(3)
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Common Stock
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5/1/2015
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X
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27413
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A
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$12.00
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27413
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D
(1)
(2)
(3)
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Common Stock
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5/1/2015
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J
(4)
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27413
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D
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$16.50
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0
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D
(1)
(2)
(3)
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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 Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Warrant to Purchase Common Stock
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$12.00
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5/1/2015
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X
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27413
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6/27/2013
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6/27/2023
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Common Stock
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27413
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$0
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0
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D
(1)
(2)
(3)
(5)
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Explanation of Responses:
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(
1)
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In addition to Sixth Floor Investors LP, a Delaware limited partnership ("Sixth Floor Investors"), this Form 4 is being filed jointly by 8-26-22 GP LLC, a Delaware limited liability company ("8-26-22"), and Texas 8-26-22 Trust 2 ("Texas 8-26-22", and together with Sixth Floor Investors and 8-26-22, the "Reporting Persons"), each of whom may be deemed to have a pecuniary interest in securities owned by Sixth Floor Investors.
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(
2)
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Sixth Floor Investors holds directly the securities set forth in this Form 4 (the "Subject Securities"). As the general partner of Sixth Floor Investors, 8-26-22 may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). As the sole member of 8-26-22, Texas 8-26-22 may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a).
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(
3)
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Each of the Reporting Persons disclaims any beneficial ownership of any of the securities listed in this Form 4, except to the extent of any pecuniary interest therein.
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(
4)
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On May 1, 2015, all outstanding shares of Common Stock were converted into a right to receive merger consideration in the amount of $16.50 per share pursuant to the Agreement and Plan of Merger, dated as of March 30, 2015, by and among FUJIFILM Holdings Corporation, Badger Acquisition Corporation and Cellular Dynamics International, Inc.
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(
5)
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The warrant to purchase shares of Common Stock set forth on Table II does not give any of the Reporting Persons direct or indirect voting, investment or dispositive control over any securities of the issuer and does not require the counterparties thereto to acquire, hold, vote or dispose of any securities of the issuer.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Sixth Floor Investors LP
3555 TIMMONS LANE, SUITE 800
HOUSTON, TX 77027
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X
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8-26-22 GP LLC
C/O LEWIS M. LINN, MANAGER
3555 TIMMONS LANE, SUITE 800
HOUSTON, TX 77027
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X
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Texas 8-26-22 Trust 2
C/O 1922 TRUST COMPANY LTA, TRUSTEE
3555 TIMMONS LANE, SUITE 800
HOUSTON, TX 77027
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X
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Signatures
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Sixth Floor Investors LP, By: 8-26-22 GP LLC, its General Partner, By: /s/ Daniel F. Pritzker, Chief Executive Officer
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5/1/2015
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**
Signature of Reporting Person
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Date
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8-26-22 GP LLC, By: /s/ Lewis M. Linn, Manager
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5/1/2015
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**
Signature of Reporting Person
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Date
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Texas 8-26-22 Trust 2, By: 1922 Trust Company LTA, its Trustee, By: /s/ Lewis M. Linn, President
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5/1/2015
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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