Sec Form 4 Filing - TAGLICH MICHAEL N @ Icagen, Inc. - 2019-08-26

Insider filing report for Changes in Beneficial Ownership
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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
TAGLICH MICHAEL N
2. Issuer Name and Ticker or Trading Symbol
Icagen, Inc. [ NONE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 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)
08/26/2019
(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 08/26/2019 A 71,428 ( 1 ) 08/26/2019 08/26/2024 Common Stock 71,428 ( 1 ) 71,428 D
Series C Convertible Preferred Stock $ 3.5 08/26/2019 A 71,428 ( 2 ) ( 3 ) 08/26/2019 ( 2 ) Common Stock 71,428 ( 2 ) 114,285 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
TAGLICH MICHAEL N
C/O ICAGEN, INC. 4222 EMPEROR BLVD.,
SUITE 350 RESEARCH TRIANGLE PARK
DURHAM, NC27703
X X
Signatures
/s/ Michael N. Taglich 08/28/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These warrants were acquired in connection with the purchase of a 15% Subordinated Promissory Note in the aggregate amount of $250,000.
( 2 )These shares of Series C Preferred Stock were acquired in connection with the purchase of a 15% Subordinated Promissory Note in the aggregate amount of $250,000 and there is no expiration date.
( 3 )The Series C Convertible Preferred Stock is convertible at the option of the holder at any time into such number of shares of common stock as shall be equal to the $3.50 plus any accrued and unpaid dividends on such share of Series C Convertible Preferred Stock (the "Accreted Value") divided by the conversion price, which initially shall be $3.50 per share, subject to certain customary anti-dilution adjustments. In addition, the Series C Convertible Preferred Stock automatically converts into shares of Common Stock upon the occurrence of certain events described in the Series C Convertible Preferred Stock's Certificate of Designation.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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