Sec Form 4 Filing - FUJIFILM Cellular Dynamics, Inc. @ Century Therapeutics, Inc. - 2021-06-22

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
FUJIFILM Cellular Dynamics, Inc.
2. Issuer Name and Ticker or Trading Symbol
Century Therapeutics, Inc. [ IPSC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
525 SCIENCE DRIVE,
3. Date of Earliest Transaction (MM/DD/YY)
06/22/2021
(Street)
MADISON, WI53711
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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
Common Stock 06/22/2021 C 3,974,404 A 6,955,207 D ( 2 )
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
Series A Convertible Preferred Stock ( 1 ) 06/22/2021 C 10,000,000 ( 1 ) ( 1 ) Common Stock 3,974,404 ( 1 ) $ 0 0 D ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
FUJIFILM Cellular Dynamics, Inc.
525 SCIENCE DRIVE
MADISON, WI53711
X
FUJIFILM Corp
7-3 AKASAKA 9-CHOME
MINATO-KU
TOKYO, M0107-0052
X
FUJIFILM Holdings America Corp
200 SUMMIT LAKE DRIVE
VALHALLA, NY10595-1356
X
FUJIFILM Holdings Corp
7-3, AKASAKA 9-CHOME, MINATO-KU
TOKYO, M0107-0052
X
Signatures
/s/ Takeshi Yamamoto, President and CEO of FUJIFILM Cellular Dynamics, Inc. and attorney-in-fact for FUJIFILM Holdings America Corporation, FUJIFILM Corporation and FUJIFILM Holdings Corporation 06/23/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )FUJIFILM Cellular Dynamics, Inc. held 10,000,000 shares of the issuer's Series A Convertible Preferred Stock. The Series A Convertible Preferred Stock was immediately convertible into shares of the issuer's common stock and had no expiration date. On June 22, 2021, the 10,000,000 shares of Series A Convertible Preferred Stock automatically converted into 3,974,404 shares of the issuer's common stock upon the closing of the issuer's initial public offering.
( 2 )FUJIFILM Cellular Dynamics, Inc. is the direct owner of the reported securities. FUJIFILM Cellular Dynamics, Inc. is a wholly owned subsidiary of FUJIFILM Holdings America Corporation; FUJIFILM Holdings America Corporation is a wholly owned subsidiary of FUJIFILM Corporation; and FUJIFILM Corporation is a wholly owned subsidiary of FUJIFILM Holdings Corporation. Accordingly, each of FUJIFILM Holdings America Corporation, FUJIFILM Corporation and FUJIFILM Holdings Corporation beneficially owns the reported securities indirectly.

Remarks:
Exhibit List:Exhibit 99 - Joint Filer Information

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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.