Cellular Dynamics International (ICEL) Form 4 CELLULAR DYNAMICS INTERNATIONAL / 8-26-22 Trust 2 Texas 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^*

Sixth Floor Investors LP

(Last) (First) (Middle)

3555 TIMMONS LANE, SUITE 800

(Street)

HOUSTON TX 77027

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
04/30/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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, $0.0001 par value per share ("Common Stock")	04/30/2015		U		2,091,282	D	$16.5	0	D(1)(2)(3)
Common Stock	05/01/2015		X		27,413	A	$12	27,413	D(1)(2)(3)
Common Stock	05/01/2015		J(4)		27,413	D	$16.5	0	D(1)(2)(3)

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
Warrant to Purchase Common Stock	$12	05/01/2015		X			27,413	06/27/2013	06/27/2023	Common Stock	27,413	$0	0	D(1)(2)(3)(5)

1. Name and Address of Reporting Person^*

Sixth Floor Investors LP

(Last) (First) (Middle)

3555 TIMMONS LANE, SUITE 800

(Street)

HOUSTON TX 77027

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

8-26-22 GP LLC

(Last) (First) (Middle)

C/O LEWIS M. LINN, MANAGER

3555 TIMMONS LANE, SUITE 800

(Street)

HOUSTON TX 77027

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Texas 8-26-22 Trust 2

(Last) (First) (Middle)

C/O 1922 TRUST COMPANY LTA, TRUSTEE

3555 TIMMONS LANE, SUITE 800

(Street)

HOUSTON TX 77027

(City) (State) (Zip)

Explanation of Responses:

1. In 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.

2. Sixth 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).

3. Each 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.

4. On 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.

5. The 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.

Remarks:

	Sixth Floor Investors LP, By: 8-26-22 GP LLC, its General Partner, By: /s/ Daniel F. Pritzker, Chief Executive Officer	05/01/2015
	8-26-22 GP LLC, By: /s/ Lewis M. Linn, Manager	05/01/2015
	Texas 8-26-22 Trust 2, By: 1922 Trust Company LTA, its Trustee, By: /s/ Lewis M. Linn, President	05/01/2015
	** Signature of Reporting Person	Date
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