4//SEC Filing
ICAGEN INC 4
Accession 0001181431-05-008688
CIK 0000902622operating
Filed
Feb 9, 7:00 PM ET
Accepted
Feb 10, 4:49 PM ET
Size
22.4 KB
Accession
0001181431-05-008688
Insider Transaction Report
Form 4
ICAGEN INCICGN
ALTA PARTNERS
10% Owner
Transactions
- Conversion
Series H Convertible Preferred Stock
2005-02-08−375,000→ 0 total(indirect: See footnotes.)→ Common Stock (375,000 underlying) - Conversion
Common Stock
2005-02-08+2,135,003→ 2,135,003 total(indirect: See footnotes.) - Conversion
Series F Convertible Preferred Stock
2005-02-08−1,635,002→ 0 total(indirect: See footnotes.)→ Common Stock (1,635,002 underlying) - Conversion
Series G-1 Convertible Preferred Stock
2005-02-08−66,667→ 0 total(indirect: See footnotes.)→ Common Stock (125,001 underlying)
GRUENER GARRETT
10% Owner
Transactions
- Conversion
Common Stock
2005-02-08+2,135,003→ 2,135,003 total(indirect: See footnotes.) - Conversion
Series F Convertible Preferred Stock
2005-02-08−1,635,002→ 0 total(indirect: See footnotes.)→ Common Stock (1,635,002 underlying) - Conversion
Series G-1 Convertible Preferred Stock
2005-02-08−66,667→ 0 total(indirect: See footnotes.)→ Common Stock (125,001 underlying) - Conversion
Series H Convertible Preferred Stock
2005-02-08−375,000→ 0 total(indirect: See footnotes.)→ Common Stock (375,000 underlying)
JANNEY DANIEL
10% Owner
Transactions
- Conversion
Series G-1 Convertible Preferred Stock
2005-02-08−66,667→ 0 total(indirect: See footnotes.)→ Common Stock (125,001 underlying) - Conversion
Series F Convertible Preferred Stock
2005-02-08−1,635,002→ 0 total(indirect: See footnotes.)→ Common Stock (1,635,002 underlying) - Conversion
Series H Convertible Preferred Stock
2005-02-08−375,000→ 0 total(indirect: See footnotes.)→ Common Stock (375,000 underlying) - Conversion
Common Stock
2005-02-08+2,135,003→ 2,135,003 total(indirect: See footnotes.)
DELEAGE JEAN
10% Owner
Transactions
- Conversion
Series F Convertible Preferred Stock
2005-02-08−1,635,002→ 0 total(indirect: See footnotes.)→ Common Stock (1,635,002 underlying) - Conversion
Common Stock
2005-02-08+2,135,003→ 2,135,003 total(indirect: See footnotes.) - Conversion
Series H Convertible Preferred Stock
2005-02-08−375,000→ 0 total(indirect: See footnotes.)→ Common Stock (375,000 underlying) - Conversion
Series G-1 Convertible Preferred Stock
2005-02-08−66,667→ 0 total(indirect: See footnotes.)→ Common Stock (125,001 underlying)
NOHRA GUY P
10% Owner
Transactions
- Conversion
Common Stock
2005-02-08+2,135,003→ 2,135,003 total(indirect: See footnotes.) - Conversion
Series F Convertible Preferred Stock
2005-02-08−1,635,002→ 0 total(indirect: See footnotes.)→ Common Stock (1,635,002 underlying) - Conversion
Series G-1 Convertible Preferred Stock
2005-02-08−66,667→ 0 total(indirect: See footnotes.)→ Common Stock (125,001 underlying) - Conversion
Series H Convertible Preferred Stock
2005-02-08−375,000→ 0 total(indirect: See footnotes.)→ Common Stock (375,000 underlying)
MARDUEL ALIX
10% Owner
Transactions
- Conversion
Series G-1 Convertible Preferred Stock
2005-02-08−66,667→ 0 total(indirect: See footnotes.)→ Common Stock (125,001 underlying) - Conversion
Series H Convertible Preferred Stock
2005-02-08−375,000→ 0 total(indirect: See footnotes.)→ Common Stock (375,000 underlying) - Conversion
Common Stock
2005-02-08+2,135,003→ 2,135,003 total(indirect: See footnotes.) - Conversion
Series F Convertible Preferred Stock
2005-02-08−1,635,002→ 0 total(indirect: See footnotes.)→ Common Stock (1,635,002 underlying)
Footnotes (10)
- [F1]Upon the effective date of the Issuer's Initial Public offering, Alta BioPharma Partners, L.P. beneficially owns 1,327,087 shares of Common Stock, ICAgen Chase Partners (Alta Bio), LLC beneficially owns 757,896 shares of Common Stock, and Alta Embarcadero BioPharma Partners, LLC beneficially owns 50,020 shares of Common Stock.
- [F10]Not applicable.
- [F2]Alta Partners ("AP") provides investment advisory services to several venture capital funds including Alta BioPharma Partners, L.P. ("ABP"), ICAgen Chase Partners (Alta Bio), LLC ("ICP") and Alta Embarcadero BioPharma Partners, LLC ("AEBP"). The respective general partner managing members and members of ABP, ICP and AEBP exercise sole voting and investment power with respect to the shares owned by such funds.
- [F3]Jean Deleage, Guy Nohra, Garrett Gruener, Daniel Janney and Alix Marduel (collectively known as the "Principals") are members of Alta BioPharma Management, LLC ("ABM") (which is the general partner ("gp") of ABP) and AEBP. Jean Deleage and Garrett Gruener (collectivley known as the "Principals") are members of Alta/Chase BioPharma Mangement, LLC (which is the gp of ICP). As general partners, managing members and members of such funds, they may be deemed to share voting and investment powers for the shares held by such funds. The Principals of AP disclaim beneficial ownership of all such shares held by the foregoing funds, except to the extent of their proportionate pecuniary interests therein.
- [F4]The Issuer's Stock will automatically convert into Common Stock on a 1:1 basis upon the closing of the Issuer's Initial Public offering.
- [F5]The Issuer's Stock will automatically convert into Common Stock on a 1:1.875 basis upon the closing of the Issuer's Initial Public offering.
- [F6]Series F Convertible Preferred Stock: Alta BioPharma Partners, L.P. ("ABP") beneficially owns 1,016,294 shares, ICAgen Chase Partners (Alta Bio), LLC ("ICP") beneficially owns 580,402 shares and Alta Embarcadero Partners, LLC ("AEP") beneficially owns 38,306 shares.
- [F7]Series G-1 Convertible Preferred stock: ABP beneficially owns 41,439 shares (convertible into 77,698 shares of Common Stock ("Cm")), ICP beneficially owns 23,666 shares (convertible into 44,374 shares of Cm) and AEP beneficially owns 1,562 shares (convertible into 2,929 shares of Cm). Reflects conversion on a 1:1.875 basis.
- [F8]Series H Convertible Preferred Stock: ABP beneficially owns 233,095 shares, ICP beneficially owns 133,120 shares and AEP beneficially owns 8,785 shares.
- [F9]Immediately.
Issuer
ICAGEN INC
CIK 0000902622
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0000902622
Filing Metadata
- Form type
- 4
- Filed
- Feb 9, 7:00 PM ET
- Accepted
- Feb 10, 4:49 PM ET
- Size
- 22.4 KB