Cellular Dynamics International (ICEL) Form 4 CELLULAR DYNAMICS INTERNATIONAL / SHELI Z ROSENBERG ownership change

SEC Form 4

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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X

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^*

ROSENBERG SHELI Z

(Last) (First) (Middle)

525 SCIENCE DRIVE

(Street)

MADISON WI 53711

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CELLULAR DYNAMICS INTERNATIONAL, INC. [ ICEL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

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)

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. 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		273,432	D	(1)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Stock Option (Right to Buy)	$12	05/01/2015		U			8,810	(2)	07/30/2023	Common Stock	8,810	$0(3)	0	D
Stock Option (Right to Buy)	$12.12	05/01/2015		U			7,693	(2)	05/01/2024	Common Stock	7,693	$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.
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