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^*

PALAY ROBERT J

(Last)

(First)

(Middle)

525 SCIENCE DRIVE

(Street)

MADISON

53711

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/24/2013

3. Issuer Name and Ticker or Trading Symbol
CELLULAR DYNAMICS INTERNATIONAL, INC. [ ICEL ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman and CEO

5. 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 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	391,037	I	By Tactics II Entity⁽¹⁾⁽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 A Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	2,611,452	⁽³⁾	I	By Tactics II Entities⁽²⁾⁽⁴⁾⁽⁵⁾
Series B Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	3,694,283	⁽⁶⁾	I	By Tactics II Entities⁽²⁾⁽⁵⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Stock Option (Right to Buy)	01/29/2010	01/29/2020	Common Stock	153,847	$6.44	D
Stock Option (Right to Buy)	12/20/2011	12/20/2021	Common Stock	61,539	$12.68	D
Warrant	06/28/2013	06/27/2023	Series B Preferred Stock	226	⁽¹¹⁾	I	By Tactics II Entity⁽⁸⁾⁽¹²⁾
Warrant	06/28/2013	06/27/2023	Series B Preferred Stock	211	⁽¹¹⁾	I	By Tactics II Entity⁽⁹⁾⁽¹³⁾
Warrant	06/28/2013	06/27/2023	Series B Preferred Stock	202	⁽¹¹⁾	I	By Tactics II Entity⁽¹⁰⁾⁽¹⁴⁾

1. Name and Address of Reporting Person^*

PALAY ROBERT J

(Last)

(First)

(Middle)

525 SCIENCE DRIVE

(Street)

MADISON

53711

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman and CEO

1. Name and Address of Reporting Person^*

TACTICS II STEM CELL VENTURES (QP) LP

(Last)

(First)

(Middle)

780 NORTH WATER STREET

(Street)

MILWAUKEE

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. The shares of common stock to which this note relates are held directly by Tactics II Ventures Limited Partnership ("T II V LP").

2. 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"). In the foregoing capacity, the reporting person shares voting and dispositive power with Thomas M. Palay over the shares held by T II V LP. The reporting person disclaims beneficial ownership of such shares except to the extent of the reporting person's pecuniary interest therein.

3. Each share of Series A Preferred Stock will be 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 has no expiration date.

4. The shares of Series A Preferred Stock to which this note relates are held directly by the following: T II V LP as to 662,733 shares; Tactics II Stem Cell Ventures (QP) LP ("T II SCV (QP) LP") as to 1,485,965 shares and Tactics II Stem Cell Ventures LP ("T II SCV LP") as to 464,754 shares.

5. 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 capacity, the reporting person shares voting and dispositive power with Thomas M. Palay over the shares held by T II SCV (QP) LP and T II SCV LP. The reporting person disclaims beneficial ownership of such shares except to the extent of the reporting person's pecuniary interest therein.

6. Each share of Series B Preferred Stock will be 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 has no expiration date.

7. The shares of Series B Preferred 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.

8. 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 the foregoing capacity, the reporting person shares voting and dispositive power with Thomas M. Palay over the shares held by Tactics II-CDI Series B Investors, LLC. The reporting person disclaims beneficial ownership of such shares except to the extent of the reporting person's pecuniary interest therein.

9. 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 the foregoing capacity, the reporting person shares voting and dispositive power with Thomas M. Palay over the shares held by Tactics II-CDI Series B Investors II, LLC. The reporting person disclaims beneficial ownership of such shares except to the extent of the reporting person's pecuniary interest therein.

10. 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 capacity, the reporting person shares voting and dispositive power with Thomas M. Palay over the shares held by Tactics II-CDI Series B Investors III, LLC. The reporting person disclaims beneficial ownership of such shares except to the extent of the reporting person's pecuniary interest therein.

11. The warrant is exercisable at a price per share equal to the price per share at which shares of common stock are sold in the issuer's initial public offering pursuant to the issuer's registration statement on Form S-1 filed with, and declared effective by, the Securities and Exchange Commission, or if such initial public offering is not closed by August 1, 2015, $12.68 per share.

12. The warrant to which this note relates is held directly by Tactics II-CDI Series B Investors, LLC.

13. The warrant to which this note relates is held directly by Tactics II-CDI Series B Investors II, LLC.

14. The warrant to which this note relates is held directly by Tactics II-CDI Series B Investors III, LLC.

Remarks:

	/s/ Anna M. Geyso (pursuant to Power of Attorney filed herewith)	07/24/2013
	Tactics II Stem Cell Ventures (QP) LP By: Tactics II SC General Partner LLC By:/s/ Anna M. Geyso (pursuant to Power of Attorney filed herewith)	07/24/2013
	** 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).
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