| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol CELLULAR DYNAMICS INTERNATIONAL, INC. [ ICEL ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 05/01/2015 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction 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 | ||||||
| Common Stock | 05/01/2015 | U | 684,166 | D | (1) | 0 | I | By family limited liability company | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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 Options (Right to Buy) | $6.44 | 05/01/2015 | U | 153,847 | (2) | 01/29/2020 | Common Stock | 153,847 | $0(3) | 0 | D | ||||
| Employee Stock Options (Right to Buy) | $12.68 | 05/01/2015 | U | 61,539 | (2) | 12/20/2021 | Common Stock | 61,539 | $0(3) | 0 | D | ||||
| Employee Stock Options (Right to Buy) | $12 | 05/01/2015 | U | 150,000 | (2) | 07/30/2023 | Common Stock | 150,000 | $0(3) | 0 | D | ||||
| Employee Stock Options (Right to Buy) | $15.46 | 05/01/2015 | U | 90,000 | (2) | 03/06/2024 | Common Stock | 90,000 | $0(3) | 0 | D | ||||
| Explanation of Responses: |
| 1. Stock 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. |
| 2. To the extent not already vested and exercisable, all options became vested and exercisable immediately prior to the merger described in note 3. |
| 3. As 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. |
| Remarks: |
| Anna M. Geyso (pursuant to Power of Attorney previously filed) | 05/04/2015 | |
| ** 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 Number. | ||
