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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* PALAY THOMAS M PHD (Last) (First) (Middle) 525 SCIENCE DRIVE (Street) MADISON WI 53711 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol CELLULAR DYNAMICS INTERNATIONAL, INC. [ ICEL ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) Vice Chairman and President
	3. Date of Earliest Transaction (Month/Day/Year) 07/30/2013
	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	07/30/2013		C(1)		2,611,452	A	(1)	3,094,157	I	By Tactics Entities(3)(4)(5)
Common Stock	07/30/2013		C(2)		3,694,283	A	(2)	6,788,440	I	By Tactics Entities(3)(4)(5)(6)(7)

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
Series A Preferred Stock	(1)	07/30/2013		C			2,611,452	(1)	(1)	Common Stock	2,611,452	(1)	0	I	By Tactics Entities(8)(10)
Series B Preferred Stock	(2)	07/30/2013		C			3,694,283	(2)	(2)	Common Stock	3,694,283	(2)	0	I	By Tactics Entities(9)(10)(11)(12)(13)
Warrant	(14)	07/30/2013		C			226	06/28/2013	06/27/2023	Series B Preferred Stock	226	(14)	0	I	By Tactics Entity(11)(15)
Warrant	(14)	07/30/2013		C			211	06/28/2013	06/27/2023	Series B Preferred Stock	211	(14)	0	I	By Tactics Entity(12)(16)
Warrant	(14)	07/30/2013		C			202	06/28/2013	06/27/2013	Series B Preferred Stock	202	(14)	0	I	By Tactics Entitiy(13)(17)
Stock Option (Right to Buy)	$12	07/30/2013		A		150,000		07/30/2013	07/30/2023	Common Stock	150,000	$0	150,000	D
Warrant	(14)	07/30/2013		C		226		06/28/2013	06/27/2023	Common Stock	226	$12	226	I	By Tactics Entity(11)(15)
Warrant	(14)	07/30/2013		C		211		06/28/2013	06/27/2023	Common Stock	211	$12	211	I	By Tactics Entitiy(12)(16)
Warrant	(14)	07/30/2013		C		202		06/28/2013	06/27/2023	Common Stock	202	$12	202	I	By Tactics Entitiy(13)(17)

1. Name and Address of Reporting Person* PALAY THOMAS M PHD (Last) (First) (Middle) 525 SCIENCE DRIVE (Street) MADISON WI 53711 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner X Officer (give title below) Other (specify below) Vice Chairman and President

1. Name and Address of Reporting Person* TACTICS II STEM CELL VENTURES (QP) LP (Last) (First) (Middle) 780 NORTH WATER STREET (Street) MILWAUKEE WI 53202 (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. Each share of Series A Preferred Stock automatically converted into one (1) share of Common Stock immediately prior to the closing of the issuer's initial public offering of common stock, and had no expiration date.

2. Each share of Series B Preferred Stock automatically converted into one (1) share of Common Stock immediately prior to the closing of the issuer's initial public offering of common stock, and had no expiration date.

3. The shares of common stock to which this note relates are held directly by the following: Tactics II Ventures Limited Partnership ("T II V LP"), as to 662,733 shares; Tactics II Stem Cell Ventures (QP) LP ("T II SCV (QP) LP") as to 1,483,965 shares; and Tactics II Stem Cell Ventures LP ("T II SCV LP") as to 464,754 shares.

4. The shares of common stock to which this note relates are held directly by the following: T II V LP, as to 402,704 shares; T II SCV (QP) LP as to 29,192 shares; T II SCV LP as to 9,142 shares; and Tactics II Limited Liability Company ("T II LLC") as to 41,667 shares.

5. The reporting person is a manager of Tactics II General Partner LLC, which is the general partner of Tactics II Ventures Management Limited Partnership, which is the general partner of T II V LP. The reporting person is a manager of Tactics II SC General Partner LLC, which is the general partner of each of T II SCV (QP) LP and T II SCV LP. The reporting person is a managing member of T II LLC. In the foregoing respective capacities, the reporting person shares voting and dispositive power with Robert J. Palay over the shares held by T II V LP, T II SCV (QP) LP, T II SCV LP and T II LLC, respectively. The reporting person disclaims beneficial ownership of all such shares except to the extent of the reporting person's pecuniary interest therein.

6. The shares of common stock to which this note relates are held directly by the following: T II V LP, as to 102,565 shares; T II SCV (QP) LP as to 702,931 shares; T II SCV LP as to 220,147 shares; Tactics II-CDI Series B Investors, LLC as to 970,415 shares; Tactics II-CDI Series B Investors II, LLC as to 861,933 shares; and Tactics II CDI Series B Investors III, LLC as to 836,292 shares.

7. The reporting person is a manager of Tactics II-CDI Series B Manager, LLC, which is the manager of Tactics II-CDI Series B Investors, LLC. The reporting person is a manager of Tactics II-CDI Series B Manager II, LLC, which is the manager of Tactics II CDI Series B Investors II, LLC. The reporting person is a manager of Tactics II-CDI Series B Manager III, LLC, which is the manager of Tactics II-CDI Series B Investors III, LLC. In the foregoing respective capacities, the reporting person shares voting and dispositive power with Robert J. Palay over the shares held by Tactics II-CDI Series B Investors, LLC, Tactics II-CDI Series B Investors II, LLC, and Tactics II-CDI Series B Investors III, LLC, respectively. The reporting person disclaims beneficial ownership of all such shares except to the extent of the reporting person's pecuniary interest therein

8. The shares of Series A Preferred Stock to which this note relates were held directly by the following: T II V LP, as to 662,733 shares; T II SCV (QP) LP as to 1,483,965 shares; and T II SCV LP as to 464,754 shares.

9. The shares of Series B Preferred Stock to which this note relates were held directly by the following: T II V LP, as to 102,565 shares; T II SCV (QP) LP as to 702,931 shares; T II SCV LP as to 220,147 shares; Tactics II-CDI Series B Investors, LLC as to 970,415 shares; Tactics II-CDI Series B Investors II, LLC as to 861,933 shares; and Tactics II CDI Series B Investors III, LLC as to 836,292 shares

10. The reporting person is a manager of Tactics II General Partner LLC, which is the general partner of Tactics II Ventures Management Limited Partnership, which is the general partner of T II V LP. The reporting person is a manager of Tactics II SC General Partner LLC, which is the general partner of each of T II SCV (QP) LP and T II SCV LP. In the foregoing respective capacities, the reporting person shares voting and dispositive power with Robert J. Palay over the shares held by T II V LP, T II SCV (QP) LP, and T II SCV LP, respectively. The reporting person disclaims beneficial ownership of all such shares except to the extent of the reporting person's pecuniary interest therein.

11. The reporting person is a manager of Tactics II-CDI Series B Manager, LLC, which is the manager of Tactics II-CDI Series B Investors, LLC. In such capacity, the reporting person shares voting and dispositive power with Robert J. Palay over the shares held by Tactics II-CDI Series B Investors, LLC. The reporting person disclaims beneficial ownership of all such shares except to the extent of the reporting person's pecuniary interest therein.

12. The reporting person is a manager of Tactics II-CDI Series B Manager II, LLC, which is the manager of Tactics II CDI Series B Investors II, LLC. In such capacity, the reporting person shares voting and dispositive power with Robert J. Palay over the shares held by Tactics II-CDI Series B Investors II, LLC. The reporting person disclaims beneficial ownership of all such shares except to the extent of the reporting person's pecuniary interest therein.

13. The reporting person is a manager of Tactics II-CDI Series B Manager III, LLC, which is the manager of Tactics II-CDI Series B Investors III, LLC. In such capacity, the reporting person shares voting and dispositive power with Robert J. Palay over the shares held by Tactics II-CDI Series B Investors III, LLC. The reporting person disclaims beneficial ownership of all such shares except to the extent of the reporting person's pecuniary interest therein.

14. The warrant for the purchase of shares of Series B Preferred Stock automatically converted into a warrant for the purchase of the same number of shares of Common Stock upon the conversion of the Series B Preferred Stock into Common Stock immediately prior to the closing of the issuer's initial public offering of common stock.

15. The warrant to which this note relates which was disposed of was or which was acquired is, as applicable, held directly by Tactics II-CDI Series B Investors, LLC.

16. The warrant to which this note relates which was disposed of was or which was acquired is, as applicable, held directly by Tactics II-CDI Series B Investors II, LLC.

17. The warrant to which this note relates which was disposed of was or which was acquired is, as applicable, held directly by Tactics II-CDI Series B Investors III, LLC

Remarks:

	Anna M. Geyso (pursuant to Power of Attorney previously filed)	08/01/2013
	** Signature of Reporting Person	Date
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