SEC FORM 3

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^*

TL VENTURES III LP

(Last)

(First)

(Middle)

700 BUILDING, 435 DEVON PARK DRIVE

(Street)

WAYNE

19087

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/14/2004

3. Issuer Name and Ticker or Trading Symbol
IMMUNICON CORP [ IMMC ]

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	15,667	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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series D Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	140,392	⁽²⁾	D⁽³⁾
Series D Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	21,901	⁽²⁾	D⁽⁴⁾
Series D Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	670,693	⁽²⁾	D⁽⁵⁾
Series E Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	47,410	⁽⁶⁾	D⁽³⁾
Series E Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	7,396	⁽⁶⁾	D⁽⁴⁾
Series E Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	226,490	⁽⁶⁾	D⁽⁵⁾
Series F Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	196,630	⁽⁷⁾	D⁽³⁾
Series F Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	30,672	⁽⁷⁾	D⁽⁴⁾
Series F Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	939,365	⁽⁷⁾	D⁽⁵⁾
Warrant to Purchase Common Stock	01/16/2004⁽⁸⁾⁽⁹⁾	01/16/2013	Common Stock	2,667	$2.4	D⁽¹⁾
Warrant to Purchase Common Stock	01/23/2005⁽⁸⁾	01/23/2014	Common Stock	6,667	$9	D⁽¹⁾

1. Name and Address of Reporting Person^*

TL VENTURES III LP

(Last)

(First)

(Middle)

700 BUILDING, 435 DEVON PARK DRIVE

(Street)

WAYNE

19087

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

TL VENTURES III MANAGER LLC

(Last)

(First)

(Middle)

700 BUILDING, 435 DEVON PARK DRIVE

(Street)

WAYNE

19087

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

TL VENTURES III OFFSHORE LTD

(Last)

(First)

(Middle)

700 BUILDING, 435 DEVON PARK DRIVE

(Street)

WAYNE

19087

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

TL VENTURES III OFFSHORE PARTNERS LP

(Last)

(First)

(Middle)

700 BUILDING, 435 DEVON PARK DRIVE

(Street)

WAYNE

19087

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

TL VENTURES III OFFSHORES LP

(Last)

(First)

(Middle)

700 BUILDING, 435 DEVON PARK DRIVE

(Street)

WAYNE

19087

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

TL VENTURES III INTERFUND LP

(Last)

(First)

(Middle)

700 BUILDING, 435 DEVON PARK DRIVE

(Street)

WAYNE

19087

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

TL VENTURES III MANAGEMENT LP

(Last)

(First)

(Middle)

700 BUILDING, 435 DEVON PARK DRIVE

(Street)

WAYNE

19087

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

TL VENTURES III GENERAL PARTNER LP

(Last)

(First)

(Middle)

700 BUILDING, 435 DEVON PARK DRIVE

(Street)

WAYNE

19087

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

TL VENTURES HOLDING CO LP

(Last)

(First)

(Middle)

700 BUILDING, 435 DEVON PARK DRIVE

(Street)

WAYNE

19087

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

TL VENTURES HOLDING CO MANAGER LLC

(Last)

(First)

(Middle)

700 BUILDING, 435 DEVON PARK DRIVE

(Street)

WAYNE

19087

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. See Exhibit 99.1. Shares are held by TL Ventures Holding Company L.P. ("TL Holding Company L.P."). TL Holding Company Manager LLC, the general partner of TL Holding Company L.P., and Robert E. Keith, Mark J. DeNino, and Christopher Moller, Ph.D, the members of the executive board of TL Holding Company Manager LLC, may be deemed to share voting and dispositive power over the shares held by TL Holding Company L.P. Such persons and entities disclaim beneficial ownership of shares held by TL III Offshore except to the extent of any pecuniary interest therein.

2. All of the outstanding shares of the Issuer's Series D Convertible Preferred Stock will convert automatically on a 1-for-15 basis into Common Stock of the Issuer upon the closing of the Issuer's initial public offering.

3. See Exhibit 99.1. Shares are held by TL Ventures III Offshore L.P. ("TL III Offshore"). TL Ventures III Offshore Partners L.P. ("TL Offshore Partners"), the general partner of TL III Offshore, TL Ventures III Offshore Ltd ("TL Offshore Ltd"), the general partner of TL Offshore Partners, and Robert E. Keith, Jr., Mark J. DeNino, Christopher Moller Ph.D, and Christopher J. Davis, the members of the executive board of TL Offshore Ltd, may be deemed to share voting and dispositive power over the shares held by TL III Offshore. Such persons and entities disclaim beneficial ownership of shares held by TL III Offshore except to the extent of any pecuniary interest therein.

4. See Exhibit 99.1. Shares are held by TL Ventures III Interfund L.P. ("TL III Interfund"). TL Ventures III General Partner L.P. ("TL GP L.P."), the general partner of TL III Interfund, TL III Manager LLC, the general partner of TL GP L.P., and Robert E. Keith, Jr., Mark J. DeNino, Christopher Moller Ph.D, and Christopher J. Davis, the members of the executive board of TL III Manager LLC, may be deemed to share voting and dispositive power over the shares held by TL III Interfund. Such persons and entities disclaim beneficial ownership of shares held by TL III Interfund except to the extent of any pecuniary interest therein.

5. See Exhibit 99.1. Shares are held by TL Ventures III L.P. ("TL III"). TL Ventures III Management L.P. ("TL Mgt L.P.") , the general partner of TL III, TL GP L.P., the general partner of TL Mgt L.P., TL Ventures III Manager LLC ("TL III Manager LLC"), the general partner of TL GP L.P., and Robert E. Keith, Jr., Mark J. DeNino, Christopher Moller Ph.D, and Christopher J. Davis, the members of the executive board of TL III Manager LLC, may be deemed to share voting and dispositive power over the shares held by TL III. Such persons and entities disclaim beneficial ownership of shares held by TL III except to the extent of any pecuniary interest therein.

6. All of the outstanding shares of the Issuer's Series E Convertible Preferred Stock will convert automatically on a 1-for-1 1/2 basis into Common Stock of the Issuer upon the closing of the Issuer's initial public offering.

7. All of the outstanding shares of the Issuer's Series F Convertible Preferred Stock will convert automatically on a 1-for-1 1/2 basis into Common Stock of the Issuer upon the closing of the Issuer's initial public offering.

8. The warrant vests yearly over two years and expires ten years from the date of grant.

9. Upon the closing of the Issuer's initial public offering, the warrant will be fully exercisable and may be exercised at any time prior to January 16, 2013.

Remarks:

This Form 3 is being filed twice because there are more than 10 reporting persons.

	/s/ Pamela Strisofsky as Attorney-in-Fact	04/14/2004
	** 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 5 (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.
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