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* Becker Steven R (Last) (First) (Middle) 300 CRESCENT COURT SUITE 1111 (Street) DALLAS TX 75201 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 02/06/2007	3. Issuer Name and Ticker or Trading Symbol ICAGEN INC [ ICGN ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify 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, $0.001 par value per share	5,057,063(1)(2)(3)(4)(5)	I(1)(2)(3)(4)(5)	By partnerships and corporations(1)(2)(3)(4)(5)

Table II - Derivative Securities 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
Warrant (right to buy)	(6)	02/06/2012(7)	Common Stock, $0.001 par value per share	1,769,967(8)	$1.45	I(1)(2)(3)(4)(5)	By partnerships and corporations(1)(2)(3)(4)(5)

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* 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* Walker Smith Capital QP 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* WALKER SMITH CAPITAL L P (Last) (First) (Middle) 300 CRESCENT COURT STE 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 SMITH INTERNATIONAL FUND LTD (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 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)

Explanation of Responses:

1. Includes (i) 1,896,398 shares of the common stock, par value $0.001 per share (the "Shares"), of Icagen, Inc. (the "Company"), beneficially owned by WS Capital, L.L.C. ("WS Capital") and WS Capital Management, L.P. ("WSC Management") for the accounts of (a) Walker Smith Capital, L.P. ("WSC"), which beneficially owns 68,200 Shares and warrants to purchase an additional 23,870 Shares, (b) Walker Smith Capital (Q.P.), L.P. ("WSCQP"), which beneficially owns 446,286 Shares and warrants to purchase an additional 156,200 Shares, (c) Walker Smith International Fund, Ltd. ("WS International"), which beneficially owns 646,602 Shares and warrants to purchase an additional 226,310 Shares and (d) HHMI Investments, L.P. ("HHMI"), which beneficially owns 243,652 Shares and warrants to purchase an additional 85,278 Shares,

2. (ii) 1,896,396 shares beneficially owned by WSV Management, L.L.C. ("WSV") and WS Ventures Management, L.P. ("WSVM") for the accounts of (a) WS Opportunity Fund, L.P. ("WSO"), which beneficially owns 398,735 Shares and warrants to purchase an additional 139,557 Shares, (b) WS Opportunity Fund (Q.P.), L.P. ("WSOQP"), which beneficially owns 378,788 Shares and warrants to purchase an additional 132,575 Shares and (c) WS Opportunity Fund International, Ltd. ("WSO International"), which beneficially owns 627,216 Shares and warrants to purchase an additional 219,525 Shares,

3. (iii) 2,844,567 Shares beneficially owned by BC Advisors, LLC ("BCA") and SRB Management, L.P. ("SRB Management") for the accounts of (a) SRB Greenway Capital, L.P. ("SRBGC"), which beneficially owns 215,838 Shares and warrants to purchase an additional 75,543 Shares, (b) SRB Greenway Capital (Q.P.), L.P., ("SRBQP"), which beneficially owns 1,811,975 Shares and warrants to purchase an additional 634,191 Shares and (c) SRB Greenway Offshore Operating Fund, L.P., a Cayman Islands limited partnership ("SRB Offshore"), which beneficially owns 79,297 Shares and warrants to purchase an additional 27,753 Shares and (iv) 189,639 Shares beneficially owned by Steven R. Becker individually, which includes 140,474 Shares and warrants to purchase an additional 49,165 Shares.

4. This Form 3 is filed on behalf of WS Capital, WSC Management, WSV, WSVM, WSC, WSCQP, WS International, WSO, WSOQP, WSO International, BCA, SRB Management, SRBGC, SRBQP, SRB Offshore, Reid S. Walker, G. Stacy Smith, Patrick P. Walker and Steven R. Becker (collectively, the "Reporting Persons"). Reid S. Walker and G. Stacy Smith are the sole principals of WS Capital, Reid S. Walker, G. Stacy Smith and Patrick P. Walker are the sole principals of WSV, and Steven R. Becker is the sole principal of BCA. WS Capital is the general partner of WSC Management, which is the general partner of WSC and WSCQP and the agent and attorney-in-fact for WS International. WSV is the general partner of WSVM, which is the general partner of WSO and WSOQP and the agent and attorney-in-fact for WSO International. BCA is the general partner of SRB Management, which is the general partner of SRBGC, SRBQP and SRB Offshore.

5. 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 3 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.

6. Immediately.

7. The warrants are exercisable until the earlier of (a) the fifth anniversary of the date of issuance and (b) ten business days after notice from the Company, which notice may only be given if (i) the closing price of the Shares on the NASDAQ Global Market is greater than $3.00 per Share for a period of 30 consecutive trading days at any time after the issuance of the warrants and (ii) (a) either a Registration Statement (as defined in the warrants), is available for the sale of the Warrant Shares (as defined in the warrants); (b) the Warrant Shares can be sold pursuant to Rule 144(k) of the Securities Act of 1933, as amended; or (c) any time after the third anniversary of the date of issuance of the warrants.

8. The warrants contain an issuance limitation which provides that no investor is permitted to exercise a warrant, or a part thereof, if, upon such exercise, the number of Shares beneficially owned by such investor would exceed 19.99% of the number of Shares then issued and outstanding.

Remarks:

This is Part 1 of a Form 3 filed jointly by WS Capital, WSC Management, WSV, WSVM, WSC, WSCQP, WS International, WSO, WSOQP, WSO International, BCA, SRB Management, SRBGC, SRBQP, SRB Offshore, Reid S. Walker, G. Stacy Smith, Patrick P. Walker and Steven R. Becker. The Form 3 was filed in two parts due to the restrictions in the electronic filing process.

	/s/ Steven R. Becker on behalf of all joint filers.	02/08/2007
	** Signature of Reporting Person	Date
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