SEC FORM 4

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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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^*

INTERCELL AG

(Last)

(First)

(Middle)

CAMPUS VIENNA BIOCENTER 6

(Street)

VIENNA

1030

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
IOMAI CORP [ IOMI ]

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)
08/01/2008

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/01/2008		P		309,004	A	⁽¹⁾	10,608,768⁽²⁾	D
Common Stock								2,776,211⁽³⁾	I	See note⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrants	$5.25	08/01/2008⁽²⁾	⁽²⁾	X			94,500	03/02/2007	03/02/2012	Common Stock	94,500	$0.00	550,535	I	See note⁽⁴⁾

Explanation of Responses:

1. Acquired on August 1, 2008, pursuant to the closing of a share exchange agreement, dated as of May 12, 2008 by and between Intercell AG ("Intercell") and certain Iomai Corporation stockholders (the "Exchange Agreement").

2. Includes, in addition to the shares of Common Stock being reported as an acquisition of beneficial ownership by Intercell, the following shares of Common Stock also acquired by Intercell pursuant to the Exchange Agreement (i) 10,205,264 shares previously owned by certain stockholders of Iomai Corporation ("Iomai") that Intercell, on a Form 3/A dated May 12, 2008 (the "Form 3/A"), reported as beneficially owned indirectly based on the terms of a voting agreement, dated as of May 12, 2008, by and between Intercell and certain Iomai stockholders (the "Voting Agreement") and (ii) 94,500 shares acquired by Iomai stockholders pursuant to the exercise of Warrants that Intercell previously reported as beneficially owned indirectly on Table II of the Form 3/A based on the terms of the Voting Agreement.

3. Consists of 2,776,211 shares that Intercell may be deemed to beneficially own indirectly based on the terms of the Voting Agreement.

4. Consists of Warrants to purchase shares of Common Stock owned by Iomai stockholders that Intercell may be deemed to beneficially own indirectly based on the terms of the Voting Agreement.

Remarks:

	/s/ Gerd Zettlmeissl	08/01/2008
	** 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).
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