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).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

NUWAYSIR EMILE F PHD 		2. Issuer Name and Ticker or Trading Symbol

CELLULAR DYNAMICS INTERNATIONAL, INC. [ ICEL ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Vice President and COO
(Last)          (First)          (Middle)

525 SCIENCE DRIVE 		3. Date of Earliest Transaction (MM/DD/YYYY)

5/1/2015
(Street)

MADISON, WI 53711
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy)   $6.14   5/1/2015     U         51283      (1) 12/8/2018   Common Stock   51283   $0   (2) 0   D  
 
Employee Stock Option (Right to Buy)   $6.44   5/1/2015     U         56411      (1) 1/29/2020   Common Stock   56411   $0   (2) 0   D  
 
Employee Stock Option (Right to Buy)   $6.73   5/1/2015     U         35898      (1) 10/18/2020   Common Stock   35898   $0   (2) 0   D  
 
Employee Stock Option (Right to Buy)   $12.68   5/1/2015     U         61539      (1) 12/20/2021   Common Stock   61539   $0   (2) 0   D  
 
Employee Stock Option (Right to Buy)   $12.00   5/1/2015     U         57436      (1) 7/30/2023   Common Stock   57436   $0   (2) 0   D  
 
Employee Stock Option (Right to Buy)   $15.46   5/1/2015     U         45000      (1) 3/6/2024   Common Stock   45000   $0   (2) 0   D  
 

Explanation of Responses:
( 1)  To the extent not already vested and exercisable, all options became vested and exercisable immediately prior to the merger described in note 2.
( 2)  Pursuant to an Agreement and Plan of Merger between Issuer and Badger Acquisition Corporation, a wholly-owned subsidiary of FUJIFILM Holdings Corporation and FUJIFILM Holdings Corporation, Badger Acquisition Corporation offered to purchase all outstanding shares of Issuer at a price per share of $16.50, without interest (the "exchange offer"). As of the effective time of the merger of Issuer and Badger Acquisition Corporation, subsequent to the exchange offer, and under the terms of the Agreement and Plan of Merger, each stock option was cancelled in exchange for a cash lump-sum payment equal to the amount by which $16.50 exceeds the exercise price.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
NUWAYSIR EMILE F PHD
525 SCIENCE DRIVE
MADISON, WI 53711

Vice President and COO

Signatures
Anna M. Geyso (pursuant to Power of Attorney previously filed) 5/4/2015
** 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 4(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 control number.
CELLULAR DYNAMICS INTERNATIONAL, (NASDAQ:ICEL)
Historical Stock Chart
From Nov 2024 to Dec 2024 Click Here for more CELLULAR DYNAMICS INTERNATIONAL, Charts.
CELLULAR DYNAMICS INTERNATIONAL, (NASDAQ:ICEL)
Historical Stock Chart
From Dec 2023 to Dec 2024 Click Here for more CELLULAR DYNAMICS INTERNATIONAL, Charts.