SEC Form 4 · accession 0001213900-15-000659
Icagen, Inc. · ICGN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Benjamin Warner
Officer — Chief Scientific Officer · Director · 10% Owner
Period of report
Jan 31, 2015
Accepted (ET)
Feb 3, 2015 · 3:59 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001518520
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Jan 31, 2015 | J | 106,824 | $0.00 | A | 3,294,769 | I | See footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series B Preferred StockF1 | $1.75 | Jan 31, 2015 | J | 63,201 | D | Apr 30, 2013 | — | Common Stock | — | 0 | D |
Explanation of responses
- F1On January 31, 2015, Dr. Warner exchanged 63,201 shares of Series B Preferred Stock together with all accrued dividends thereon for 106,824 shares of XRpro Sciences, Inc. (the "Company") common stock (the "Common Stock"). The shares of Series B Preferred Stock, which had no expiration date, were exchanged for the number of shares of Common Stock determined by dividing the sum of the amount of the holder's initial investment in the Series B Preferred Stock, plus all accrued and unpaid dividends owed to the holder, by $1.75.
- F2The 106,824 shares of Common Stock are jointly held by Dr. Warner and his wife, Ellen McBee. In addition, Dr. Warner and Ms. McBee (i) jointly own an additional 1,445 shares of Common Stock and (ii) indirectly beneficially own 3,186,500 shares of Common Stock held in trust for their children due to their voting control over the shares held by the trust.