SEC FORM 4

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

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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^*

GILLINGS DENNIS B PH D

(Last)

(First)

(Middle)

C/O QUINTILES TRANSNATIONAL CORP

4709 CREEKSTONE DR, SUITE 200

(Street)

DURHAM

27703

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ICAGEN INC [ ICGN ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/06/2007

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								105,138	D
Common Stock	02/06/2007		P		702,370	A	$1.38	1,577,371	I	See footnote⁽¹⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrants (Right to Buy)	$1.45	02/06/2007		A		245,829		02/06/2007	⁽²⁾	Common Stock	245,829	$0.125	245,829	I	See footnote⁽¹⁾

Explanation of Responses:

1. Shares and warrants are owned by PharmaBio Development, Inc., a wholly owned subsidiary of Quintiles Transnational Corp. The boards of directors of each of PharmaBio Development, Inc. and Quintiles Transnational Corp. share voting and dispositive power over the shares held by PharmaBio Development, Inc. and would share voting and dispositive power of the underlying shares beneficially owned pursuant to the warrants. The reporting person is executive chairman and chief executive officer of each of Quintiles Transnational Corp. and PharmaBio Development, Inc., but disclaims beneficial ownership of any shares or warrants held by PharmaBio Development, Inc., except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

2. The expiration date of the warrants is the earlier of (i) 5:00 p.m. (Boston time) on February 6, 2012 or (ii) upon ten days notice from Icagen, Inc. provided such notice may only be given if (A) the closing price or the closing bid price of the underlying common stock on the Nasdaq Global Market, Nasdaq Capital Market, or the over-the-counter market, as applicable, for a period of 30 consecutive trading days at any time after the date of the warrant, is greater than $3.00 per share and (B) a registration statement is available for the sale of the warrants, the warrants can be sold pursuant to Rule 144(k) of the Securities Act of 1933, as amended, or any time after the third anniversary of the date on which the warrant was first issued or if issued upon partial exercise of, or in replacement of, another warrant of like tenor, then the date on which such original warrant was first issued.

	Cynthia M. Roberts, Attorney-in-Fact for Dennis B. Gillings, PhD	02/08/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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