Sec Form 4 Filing - Palmieri Vincent @ Icagen, Inc. - 2016-06-30

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Palmieri Vincent 2. Issuer Name and Ticker or Trading Symbol Icagen, Inc. [ NONE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O ICAGEN, INC. 4222 EMPEROR BLVD, SUITE 350, RESEARCH TRIANGLE PARK 3. Date of Earliest Transaction (MM/DD/YY) 06/30/2016 (Street) DURHAM, NC27703 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Warrant $ 3.5 06/30/2016 A 6,000 ( 1 ) 06/30/2016 06/29/2021 Common Stock 6,000 ( 1 ) 6,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Palmieri Vincent C/O ICAGEN, INC. 4222 EMPEROR BLVD SUITE 350, RESEARCH TRIANGLE PARK DURHAM, NC27703 X Signatures /s/ Vincent Palmieri 04/14/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Icagen, Inc. (the "Company") issued Units in a private placement offering (the "Offering") consummated in June 2016 with each Unit consisting of (i) a note in the principal amount of $10,000, and (ii) a five- year warrant to acquire 1,500 shares of Company's common stock, par value, $0.001 per share ("Common Stock"), at an exercise price of $3.50 per share. The Company retained Taglich Brothers, Inc. as the exclusive placement agent (the "Placement Agent") for the Offering. As compensation for the Placement Agent's services in the Offering, the Company (i) paid the Placement Agent a cash commission , and (ii) issued the Placement Agent warrants exercisable for an aggregate amount of 28,625 shares of Common Stock at an exercise price of $3.50 per share. The reporting person received the warrants disclosed herein as the designee of the Placement Agent.

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