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*
WALKER PATRICK P

(Last) (First) (Middle)
300 CRESCENT COURT
SUITE 1111

(Street)
DALLAS TX 75201

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ICAGEN INC [ ICGN ]
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)
01/02/2008
4. 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 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)
Code V Amount (A) or (D) Price
Common Stock, $0.001 par value per share 01/02/2008 S 50,000 D $1.64 3,507,063(1)(2)(3)(4)(5) I(1)(2)(3)(4)(5) By partnerships and corporations.(1)(2)(3)(4)(5)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
WALKER PATRICK P

(Last) (First) (Middle)
300 CRESCENT COURT
SUITE 1111

(Street)
DALLAS TX 75201

(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*
SMITH G STACY

(Last) (First) (Middle)
300 CRESCENT COURT
SUITE 1111

(Street)
DALLAS TX 75201

(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*
WALKER REID S

(Last) (First) (Middle)
300 CRESCENT COURT
SUITE 1111

(Street)
DALLAS TX 75201

(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*
Becker Steven R

(Last) (First) (Middle)
300 CRESCENT COURT
SUITE 1111

(Street)
DALLAS TX 75201

(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*
WS CAPITAL LLC

(Last) (First) (Middle)
300 CRESCENT COURT
SUITE 1111

(Street)
DALLAS TX 75201

(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*
WS CAPITAL MANAGEMENT LP

(Last) (First) (Middle)
300 CRESCENT COURT
SUITE 1111

(Street)
DALLAS TX 75201

(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*
WS VENTURES MANAGEMENT L P

(Last) (First) (Middle)
300 CRESCENT COURT
SUITE 1111

(Street)
DALLAS TX 75201

(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*
WSV MANAGEMENT L L C

(Last) (First) (Middle)
300 CRESCENT COURT
SUITE 1111

(Street)
DALLAS TX 75201

(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. As of January 2, 2008 (the "Reporting Date"), Walker Smith Capital, L.P. ("WSC"), Walker Smith Capital (Q.P.), L.P. ("WSCQP"), Walker Smith International Fund, Ltd. ("WS International") and HHMI Investments, L.P. ("HHMI" and together with WSC, WSCQP and WS International, the "WS Funds") held in the aggregate 976,140 shares of the common stock, par value $0.001 per share (the "Shares"), of Icagen, Inc. (the "Company"), and warrants to purchase up to 491,658 Shares. WS Capital Management, L.P. ("WSC Management") is the general partner of WSC and WSCQP and the investment manager for WS International and HHMI. WS Capital, L.L.C. ("WS Capital") is the general partner of WSC Management. Messrs. Reid S. Walker and G. Stacy Smith are principals of WS Capital.
2. In addition, as of the Reporting Date, WS Opportunity Fund, L.P. ("WSO"), WS Opportunity Fund (Q.P.), L.P. ("WSOQP"), and WS Opportunity Fund International, Ltd. ("WSO International" and collectively with WSO and WSOQP, the "WSO Funds") held in the aggregate 926,039 Shares and warrants to purchase up to 491,657 Shares. WS Ventures Management, L.P. ("WSVM") is the general partner of WSO and WSOQP and the agent and attorney-in-fact for WSO International. WSV Management, L.L.C. ("WSV") is the general partner of WSVM. Messrs. Reid S. Walker, G. Stacy Smith and Patrick P. Walker are principals of WSV. As a result, WSVM, WSV, and Messrs. Reid S. Walker, Patrick P. Walker and G. Stacy Smith possess shared power to vote and to direct the disposition of the securities held by the WSO Funds. Thus, as of the Reporting Date, for the purposes of Reg. Section 240.13d-3, (i) Messrs. Reid S. Walker and G. Stacy Smith may be deemed to beneficially own 2,885,494 Shares,
3. (Continued from footnote 2) (ii) WS Capital and WSC Management may be deemed to beneficially own 1,467,798 Shares, and (iii) WSVM, WSV, and Mr. Patrick P. Walker may be deemed to beneficially own 1,417,696 Shares.
4. As of the Reporting Date, SRB Greenway Capital, L.P. ("SRBGC"), SRB Greenway Capital (Q.P.), L.P. ("SRBQP") and SRB Greenway Offshore Operating Fund, L.P. ("SRB Offshore," and together with SRBGC and SRBQP, the "Greenway Funds") held in the aggregate 1,464,410 Shares and warrants to purchase up to 737,487 Shares. SRB Management, L.P. ("SRB Management") is the general partner of SRBGC, SRBQP and SRB Offshore. BC Advisors, LLC ("BCA") is the general partner of SRB Management. Mr. Steven R. Becker is the sole principal of BCA. As a result, Mr. Becker possesses the sole power to vote and to direct the disposition of the Shares held by the Greenway Funds. In addition, as of the Reporting Date, Mr. Becker held 140,474 Shares and warrants to purchase up to 49,165 Shares. Thus, as of the Reporting Date, for the purposes of Reg. Section 240.13d-3, Mr. Becker may be deemed to beneficially own 2,391,536 Shares.
5. This Form 4 is filed on behalf of WS Capital, WSC Management, BCA, SRB Management, Reid S. Walker, G. Stacy Smith, Patrick P. Walker and Steven R. Becker (collectively, the "Reporting Persons"). Each of the Reporting Persons hereby expressly disclaims membership in a "group" under the Securities Exchange Act of 1934 with respect to the securities reported herein, and this Form 3 shall not be deemed to be an admission that any such Reporting Person is a member of such a group. Each of the Reporting Persons hereby expressly disclaims beneficial ownership of the securities reported herein, other than to the extent of its pecuniary interest therein, and this Form 4 shall not be deemed to be an admission that any such Reporting Person is the beneficial owner of the securities reported herein for purposes of the Securities Exchange Act of 1934 or for any other purpose.
/s/ Patrick P. Walker 01/02/2008
/s/ Smith G. Stacy 01/02/2008
/s/ Reid S. Walker 01/02/2008
/s/ Steven R. Becker 01/02/2008
WS CAPITAL, L.L.C. By: /s/ Reid S. Walker, Reid S. Walker, Member 01/02/2008
WS CAPITAL MANAGEMENT, L.P. By: WS Capital, L.L.C., its general partner By: /s/ Reid S. Walker, Reid S. Walker, Member 01/02/2008
WSV MANAGEMENT, L.L.C. By: Patrick P. Walker, Patrick P. Walker, Member 01/02/2008
WS VENTURES MANAGEMENT L.P. By: WSV Management, L.L.C., its general partner By: Parick P. Walker, Patrick P. Walker, Member 01/02/2008
** 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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