0000892712-13-000500.txt : 20130801 0000892712-13-000500.hdr.sgml : 20130801 20130801181135 ACCESSION NUMBER: 0000892712-13-000500 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130730 FILED AS OF DATE: 20130801 DATE AS OF CHANGE: 20130801 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CELLULAR DYNAMICS INTERNATIONAL, INC. CENTRAL INDEX KEY: 0001482080 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 261737267 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 525 SCIENCE DRIVE CITY: MADISON STATE: WI ZIP: 53711 BUSINESS PHONE: (608) 310-5100 MAIL ADDRESS: STREET 1: 525 SCIENCE DRIVE CITY: MADISON STATE: WI ZIP: 53711 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TACTICS II STEM CELL VENTURES (QP) LP CENTRAL INDEX KEY: 0001445719 STATE OF INCORPORATION: WI FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36021 FILM NUMBER: 131003911 BUSINESS ADDRESS: STREET 1: 780 NORTH WATER STREET CITY: MILWAUKEE STATE: WI ZIP: 53202 BUSINESS PHONE: 847-498-7520 MAIL ADDRESS: STREET 1: 780 NORTH WATER STREET CITY: MILWAUKEE STATE: WI ZIP: 53202 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PALAY THOMAS M PHD CENTRAL INDEX KEY: 0001398624 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36021 FILM NUMBER: 131003912 MAIL ADDRESS: STREET 1: ONE SCIENCE COURT CITY: MADISON STATE: WI ZIP: 53711 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2013-07-30 0001482080 CELLULAR DYNAMICS INTERNATIONAL, INC. ICEL 0001398624 PALAY THOMAS M PHD 525 SCIENCE DRIVE MADISON WI 53711 1 1 0 0 Vice Chairman and President 0001445719 TACTICS II STEM CELL VENTURES (QP) LP 780 NORTH WATER STREET MILWAUKEE WI 53202 0 0 1 0 Common Stock 2013-07-30 4 C 0 2611452 A 3094157 I By Tactics Entities Common Stock 2013-07-30 4 C 0 3694283 A 6788440 I By Tactics Entities Series A Preferred Stock 2013-07-30 4 C 0 2611452 D Common Stock 2611452 0 I By Tactics Entities Series B Preferred Stock 2013-07-30 4 C 0 3694283 D Common Stock 3694283 0 I By Tactics Entities Warrant 2013-07-30 4 C 0 226 D 2013-06-28 2023-06-27 Series B Preferred Stock 226 0 I By Tactics Entity Warrant 2013-07-30 4 C 0 211 D 2013-06-28 2023-06-27 Series B Preferred Stock 211 0 I By Tactics Entity Warrant 2013-07-30 4 C 0 202 D 2013-06-28 2013-06-27 Series B Preferred Stock 202 0 I By Tactics Entitiy Stock Option (Right to Buy) 12.00 2013-07-30 4 A 0 150000 0 A 2013-07-30 2023-07-30 Common Stock 150000 150000 D Warrant 2013-07-30 4 C 0 226 12.00 A 2013-06-28 2023-06-27 Common Stock 226 226 I By Tactics Entity Warrant 2013-07-30 4 C 0 211 12.00 A 2013-06-28 2023-06-27 Common Stock 211 211 I By Tactics Entitiy Warrant 2013-07-30 4 C 0 202 12.00 A 2013-06-28 2023-06-27 Common Stock 202 202 I By Tactics Entitiy 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. 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. 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. 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. 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. 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. 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 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. 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 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. 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. 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. 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. 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. 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. 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. 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 Anna M. Geyso (pursuant to Power of Attorney previously filed) 2013-08-01