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^*

Erck Stanley C

(Last)

(First)

(Middle)

20 FIRSTFIELD ROAD

(Street)

GAITHERSBURG

20878

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
INTERCELL USA, INC. [ IOMI ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/05/2008

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	08/05/2008		D		25,001	D	$6.6	0	D

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)
Stock Option (right to buy)	$0.91	08/05/2008		D			48,209	05/18/2003	05/18/2010	Common Stock	48,209	$5.69	0	D
Stock Option (right to buy)	$0.91	08/05/2008		D			2,929	05/18/2003	05/18/2010	Common Stock	2,929	$5.69	0	D
Stock Option (right to buy)	$0.91	08/05/2008		D			38,860	10/25/2005	01/23/2013	Common Stock	38,860	$5.69	0	D
Stock Option (right to buy)	$0.91	08/05/2008		D			346,076	01/23/2007	01/23/2013	Common Stock	346,076	$5.69	0	D
Stock Option (right to buy)	$0.91	08/05/2008		D			92,769	02/26/2007	02/26/2014	Common Stock	92,769	$5.69	0	D
Stock Option (right to buy)	$0.91	08/05/2008		D			92,306	⁽¹⁾	02/17/2015	Common Stock	92,306	$5.69	0	D
Stock Option (right to buy)	$5.51	08/05/2008		D			168,013	⁽²⁾	02/16/2016	Common Stock	168,013	⁽²⁾	0	D
Stock Option (right to buy)	$4.95	08/05/2008		D			168,750	⁽³⁾	03/06/2017	Common Stock	168,750	⁽³⁾	0	D
Stock Option (right to buy)	$1.04	08/05/2008		D			50,000	⁽⁴⁾	12/28/2017	Common Stock	50,000	⁽⁴⁾	0	D

Explanation of Responses:

1. This option was declared fully vested and exercisable as of July 1, 2008 by the issuer's Board of Directors in accordance with the Agreement and Plan of Merger, dated as of May 12, 2008, by and among Intercell AG ("Intercell"), Zebra Merger Sub, Inc., a wholly-owned subsidiary of Intercell and the issuer.

2. This option, which was vested for 43,013 shares as of February 16, 2008 and which provided for vesting in equal installments of 62,500 shares each on February 16, 2009 and 2010, was assumed by Intercell in the merger and replaced with an option to purchase 22,799 shares of Intercell common stock for 26.14 Euros per share.

3. This option, which provided for vesting in equal installments of 56,250 shares each on March 6, 2009, 2010 and 2011, was assumed by Intercell in the merger and replaced with an option to purchase 22,872 shares of Intercell common stock for 23.48 Euros per share.

4. This option, which provided for vesting in equal installments of 12,500 shares each on December 28, 2008, 2009, 2010 and 2011, was assumed by Intercell in the merger and replaced with an option to purchase 6,772 shares of Intercell common stock for 4.94 Euros per share.

Remarks:

	/s/ Jeffrey R. Daniel	08/07/2008
	** 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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