SEC Form 4 · accession 0001140361-15-017210
CELLULAR DYNAMICS INTERNATIONAL, INC. · ICEL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Texas 8-26-22 Trust 2
10% Owner
8-26-22 GP LLC
10% Owner
Sixth Floor Investors LP
10% Owner
Period of report
Apr 30, 2015
Accepted (ET)
May 1, 2015 · 4:10 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 Stock, $0.0001 par value per share ("Common Stock")F1,F2,F3 | Apr 30, 2015 | U | 2,091,282 | $16.50 | D | 0 | D | |
| Common StockF1,F2,F3 | May 1, 2015 | X | 27,413 | $12.00 | A | 27,413 | D | |
| Common StockF1,F2,F3 | May 1, 2015 | J | 27,413 | $16.50 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrant to Purchase Common StockF1,F2,F3,F5 | $12.00 | May 1, 2015 | X | 27,413 | D | Jun 27, 2013 | Jun 27, 2023 | Common Stock | 27,413 | 0 | D |
Explanation of responses
- F1In 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.
- F2Sixth 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).
- F3Each 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.
- F4On 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.
- F5The 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.