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* FUJIFILM Holdings Corp (Last) (First) (Middle) 7-3, AKASAKA 9-CHOME, MINATO-KU (Street) TOKYO M0 107-0052 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 03/30/2015	3. Issuer Name and Ticker or Trading Symbol CELLULAR DYNAMICS INTERNATIONAL, INC. [ ICEL ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) X Other (specify below) See Notes (1) and (2) below	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, par value 0.0001 per share	1,949,640	I	See footnotes(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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* FUJIFILM Holdings Corp (Last) (First) (Middle) 7-3, AKASAKA 9-CHOME, MINATO-KU (Street) TOKYO M0 107-0052 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) See Notes (1) and (2) below

1. Name and Address of Reporting Person* FUJIFILM Corp (Last) (First) (Middle) 7-3 AKASAKA 9-CHOME, MINATO-KU (Street) TOKYO M0 107-0052 (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* FUJIFILM Holdings America Corp (Last) (First) (Middle) 200 SUMMIT LAKE DRIVE VALHALLA (Street) NEW YORK NY 10595-1356 (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* Badger Acquisition Corp (Last) (First) (Middle) 200 SUMMIT LAKE DRIVE VALHALLA (Street) NEW YORK NY 10595-1356 (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. FUJIFILM Holdings Corporation ("Parent"), Badger Acquisition Corporation, a wholly owned indirect subsidiary of Parent ("Purchaser"), and Cellular Dynamics International, Inc. (the "Issuer"), entered into an Agreement and Plan of Merger (the "Merger Agreement"), dated as of March 30, 2015, pursuant to which Purchaser is conducting a cash tender offer (the "Offer") to purchase all outstanding shares of common stock, par value $0.0001 per share, of the Issuer (the "Shares"), at a price of $16.50 per Share, net to the seller in cash, and subject to the terms and conditions set forth in the Offer to Purchase, dated April 3, 2015, as amended, attached as an exhibit to the Tender Offer Statement on Schedule TO, as amended, filed by Parent, FUJIFILM Corporation, a wholly owned subsidiary of Parent, FUJIFILM Holdings America Corporation, a wholly owned subsidiary of FUJIFILM Corporation, and Purchaser with the Securities and Exchange Commission on April 3, 2015.

2. As an inducement for Parent and Purchaser to enter into the Merger Agreement, on March 30, 2015, contemporaneously with the execution of the Merger Agreement, each of Thomas M. Palay, Robert J. Palay, Craig T. January, James A. Thomson, Kenneth C. Hunt, Michael Van Handel, Sheli Z. Rosenberg, Stanley D. Rose, Susan Willetts, and Tactics II Limited Liability Company (the "Certain Shareholders"), entered into a tender and support agreement with and in favor of Parent and Purchaser (the "Tender Agreements"). An aggregate of 1,949,640 outstanding Shares are subject to the Tender Agreements. Pursuant to the Tender Agreements, if the Certain Shareholders acquire beneficial or record ownership of any additional Shares, such Shares will also be subject to the Tender Agreements.

Remarks:

Exhibit List Exhibit 24.1 - Joint Filing Agreement and Power of Attorney, dated April 3, 2015, by and among Parent, FUJIFILM Corporation, FUJIFILM Holdings America Corporation and Purchaser (incorporated by reference to Exhibit (d)(5) to Schedule TO filed with the SEC on April 3, 2015 by Parent, FUJIFILM Corporation, FUJIFILM Holdings America Corporation and Purchaser) Exhibit 99 - Joint Filer Information

	/s/ Shigehiro Nakajima-Authorized signatory of FUJIFILM Holdings Corporation and Attorney-in-Fact for FUJIFILM Corporation, FUJIFILM Holdings America Corporation and Badger Acquisition Corporation	04/03/2015
	** Signature of Reporting Person	Date
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