SEC Form 4 · accession 0000892712-15-000534
CELLULAR DYNAMICS INTERNATIONAL, INC. · ICEL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert J Palay
Officer — Chairman and CEO · Director
Period of report
May 1, 2015
Accepted (ET)
May 4, 2015 · 4:19 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001482080
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | May 1, 2015 | U | 684,166 | — | D | 0 | I | By family limited liability company |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Options (Right to Buy)F3,F2 | $6.44 | May 1, 2015 | U | 153,847 | D | — | Jan 29, 2020 | Common Stock | 153,847 | 0 | D |
| Employee Stock Options (Right to Buy)F3,F2 | $12.68 | May 1, 2015 | U | 61,539 | D | — | Dec 20, 2021 | Common Stock | 61,539 | 0 | D |
| Employee Stock Options (Right to Buy)F3,F2 | $12.00 | May 1, 2015 | U | 150,000 | D | — | Jul 30, 2023 | Common Stock | 150,000 | 0 | D |
| Employee Stock Options (Right to Buy)F3,F2 | $15.46 | May 1, 2015 | U | 90,000 | D | — | Mar 6, 2024 | Common Stock | 90,000 | 0 | D |
Explanation of responses
- F1Stock of the Issuer tendered pursuant to an offer by Badger Acquisition Corporation, a wholly-owned subsidiary of FUJIFILM Holdings Corporation, to exchange each share of common stock for cash in the amount of $16.50, without interest.
- F2To the extent not already vested and exercisable, all options became vested and exercisable immediately prior to the merger described in note 3.
- F3As of the effective time of the merger of the Issuer and Badger Acquisition Corporation, subsequent to the consummation of the exchange offer, and under the terms of the agreement and plan of merger between FUJIFILM Holdings Corporation, Badger Acquisition Corporation and the Issuer, 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.