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^*

EVNIN ANTHONY B

(Last)

(First)

(Middle)

C/O VENROCK ASSOCIATES

30 ROCKEFELLER PLAZA, ROOM 5508

(Street)

NEW YORK

10112

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/03/2005

3. Issuer Name and Ticker or Trading Symbol
ICAGEN INC [ ICGN ]

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

X	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)

X	Form filed by One Reporting Person
	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	19,305	I	By Fund⁽¹⁾
Common Stock	25,591	I	By Fund⁽²⁾

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 Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	406,546	⁽⁴⁾	I	By Fund⁽¹⁾
Series D Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	538,909	⁽⁴⁾	I	By Fund⁽²⁾
Series F Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	150,880	⁽⁵⁾	I	By Fund⁽¹⁾
Series F Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	217,120	⁽⁵⁾	I	By Fund⁽²⁾
Series G-1 Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	51,249	⁽⁶⁾	I	By Fund⁽¹⁾
Series G-1 Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	73,751	⁽⁶⁾	I	By Fund⁽²⁾
Series H Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	76,875	⁽⁷⁾	I	By Fund⁽¹⁾
Series H Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	110,625	⁽⁷⁾	I	By Fund⁽²⁾
Non-Qualified Stock Option (Right to Buy)	⁽⁸⁾	01/01/2010	Common Stock	1,120	$0.5	I	By Fund⁽¹⁾
Non-Qualified Stock Option (Right to Buy)	⁽⁹⁾	01/01/2010	Common Stock	1,484	$0.5	I	By Fund⁽²⁾
Non-Qualified Stock Option (Right to Buy)	⁽¹⁰⁾	12/11/2010	Common Stock	3,225	$0.75	I	By Fund⁽¹⁾
Non-Qualified Stock Option (Right to Buy)	⁽¹¹⁾	12/11/2010	Common Stock	4,275	$0.75	I	By Fund⁽²⁾
Non-Qualified Stock Option (Right to Buy)	⁽¹²⁾	01/01/2012	Common Stock	4,300	$2	I	By Fund⁽¹⁾
Non-Qualified Stock Option (Right to Buy)	⁽¹³⁾	01/01/2012	Common Stock	5,700	$2	I	By Fund⁽²⁾
Non-Qualified Stock Option (Right to Buy)	⁽¹⁴⁾	01/01/2013	Common Stock	4,300	$2.25	I	By Fund⁽¹⁾
Non-Qualified Stock Option (Right to Buy)	⁽¹⁵⁾	01/01/2013	Common Stock	5,700	$2.25	I	By Fund⁽²⁾
Non-Qualified Stock Option (Right to Buy)	⁽¹⁶⁾	01/01/2014	Common Stock	10,250	$2.25	I	By Fund⁽¹⁾
Non-Qualified Stock Option (Right to Buy)	⁽¹⁷⁾	01/01/2014	Common Stock	14,750	$2.25	I	By Fund⁽²⁾

Explanation of Responses:

1. Securities held of record by Venrock Associates, a limited partnership of which Anthony B. Evnin is a General Partner. Mr. Evnin disclaims beneficial ownership of these securities except to the extent of his pro-rata interest.

2. Securities held of record by Venrock Associates II, L.P., a limited partnership of which Anthony B. Evnin is a General Partner. Mr. Evnin disclaims beneficial ownership of these securities except to the extent of his pro-rata interest.

3. Shares of Preferred Stock are convertible into Common Stock at any time and have no expiration date. Upon the closing of the Issuer's initial public offering, all shares of Preferred Stock will automatically convert into shares of Common Stock.

4. Each share of Series D Convertible Preferred Stock will automatically convert into Common Stock on a 1-for-1 basis.

5. Each share of Series F Convertible Preferred Stock will automatically convert into Common Stock on a 1-for-1 basis.

6. Each share of Series G-1 Convertible Preferred Stock will automatically convert into Common Stock on a 1.875-for-1 basis.

7. Each share of Series H Convertible Preferred Stock will automatically convert into Common Stock on a 1-for-1 basis.

8. Non-qualified stock option to purchase 2,150 shares of Common Stock at $0.50 per share granted on January 1, 2000. The option vested at the rate of 44.79 shares per month beginning January 1, 2000 and was fully vested and exercisable as of December 31, 2003. On December 17, 2001, 1,030 shares had vested and were exercised for Common Stock.

9. Non-qualified stock option to purchase 2,850 shares of Common Stock at $0.50 per share granted on January 1, 2000. The option vested at the rate of 59.38 shares per month beginning January 1, 2000 and was fully vested and exercisable as of December 31, 2003. On December 17, 2001, 1,366 shares had vested and were exercised for Common Stock.

10. Non-qualified stock option to purchase 4,300 shares of Common Stock at $0.75 per share granted on December 11, 2000. The option vested at the rate of 89.58 shares per month beginning December 11, 2000 and was fully vested and exercisable as of December 11, 2004. On December 17, 2001, 1,075 shares had vested and were exercised for Common Stock.

11. Non-qualified stock option to purchase 5,700 shares of Common Stock at $0.75 per share granted on December 11, 2000. The option vested at the rate of 118.75 shares per month beginning December 11, 2000 and was fully vested and exercisable as of December 11, 2004. On December 17, 2001, 1,425 shares had vested and were exercised for Common Stock.

12. Non-qualified stock option to purchase 4,300 shares of Common Stock at $2.00 per share granted on January 1, 2002. The option vested at the rate of 358.33 shares per month beginning January 1, 2002 and was fully vested and exercisable as of December 31, 2002.

13. Non-qualified stock option to purchase 5,700 shares of Common Stock at $2.00 per share granted on January 1, 2002. The option vested at the rate of 475.00 shares per month beginning January 1, 2002 and was fully vested and exercisable as of December 31, 2002.

14. Non-qualified stock option to purchase 4,300 shares of Common Stock at $2.25 per share granted on January 1, 2003. The option vested at the rate of 358.33 shares per month beginning January 1, 2003 and was fully vested and exercisable as of December 31, 2003.

15. Non-qualified stock option to purchase 5,700 shares of Common Stock at $2.25 per share granted on January 1, 2003. The option vested at the rate of 475.00 shares per month beginning January 1, 2003 and was fully vested and exercisable as of December 31, 2003.

16. Non-qualified stock option to purchase 10,250 shares of Common Stock at $2.25 per share granted on January 1, 2004. The option vests at the rate of 284.72 shares per month beginning January 1, 2004 and will be fully vested and exercisable as of December 31, 2006.

17. Non-qualified stock option to purchase 14,750 shares of Common Stock at $2.25 per share granted on January 1, 2004. The option vests at the rate of 409.72 shares per month beginning January 1, 2004 and will be fully vested and exercisable as of December 31, 2006.

Remarks:

	Anthony B. Evnin	02/03/2005
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.