FUJIFILM Form 3 Initial statement of insider ownership

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

FUJIFILM Cellular Dynamics, Inc.

(Last) (First) (Middle)

525 SCIENCE DRIVE

(Street)

MADISON WI 53711

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/17/2021

3. Issuer Name and Ticker or Trading Symbol
Century Therapeutics, Inc. [ IPSC ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	2,980,803	D(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Convertible Preferred Stock	(2)	(2)	Common Stock	3,974,404(2)	(2)	D(1)

1. Name and Address of Reporting Person^*

FUJIFILM Cellular Dynamics, Inc.

(Last) (First) (Middle)

525 SCIENCE DRIVE

(Street)

MADISON WI 53711

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

FUJIFILM Corp

(Last) (First) (Middle)

7-3 AKASAKA 9-CHOME

MINATO-KU

(Street)

TOKYO M0 107-0052

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

FUJIFILM Holdings America Corp

(Last) (First) (Middle)

200 SUMMIT LAKE DRIVE

(Street)

VALHALLA NY 10595-1356

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

FUJIFILM Holdings Corp

(Last) (First) (Middle)

7-3, AKASAKA 9-CHOME, MINATO-KU

(Street)

TOKYO M0 107-0052

(City) (State) (Zip)

Explanation of Responses:

1. FUJIFILM Cellular Dynamics, Inc. is the direct owner of the reported securities. FUJIFILM Cellular Dynamics, Inc. is a wholly owned subsidiary of FUJIFILM Holdings America Corporation; FUJIFILM Holdings America Corporation is a wholly owned subsidiary of FUJIFILM Corporation; and FUJIFILM Corporation is a wholly owned subsidiary of FUJIFILM Holdings Corporation. Accordingly, each of FUJIFILM Holdings America Corporation, FUJIFILM Corporation and FUJIFILM Holdings Corporation beneficially owns the reported securities indirectly.

2. FUJIFILM Cellular Dynamics, Inc. holds 10,000,000 shares of the issuer's Series A Convertible Preferred Stock. The Series A Convertible Preferred Stock is immediately convertible into shares of the issuer's common stock and has no expiration date. The 10,000,000 shares of Series A Convertible Preferred Stock will be automatically converted into 3,974,404 shares of the issuer's common stock upon the closing of the issuer's initial public offering.

Remarks:

Exhibit List: Exhibit 24 - Joint Filing Agreement and Power of Attorney Exhibit 99 - Joint Filer Information

	/s/ Takeshi Yamamoto, President and CEO of FUJIFILM Cellular Dynamics, Inc. and attorney-in-fact for FUJIFILM Holdings America Corporation, FUJIFILM Corporation and FUJIFILM Holdings Corporation	06/17/2021
	** Signature of Reporting Person	Date
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