Schedule 13G Amendment No. 3

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VmrFkOxS/Zl4Wnum28CfMElWgrqkCzmWtZjlgh1Uu6nyF0UQwLcOdvueAS8+sSY8 cf+EJIQSrL3vP+OOdeRxdQ== 0001193125-07-031250.txt : 20070214 0001193125-07-031250.hdr.sgml : 20070214 20070214131050 ACCESSION NUMBER: 0001193125-07-031250 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070214 DATE AS OF CHANGE: 20070214 GROUP MEMBERS: ARTERIO, INC. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ROTHSCHILD JONATHAN E CENTRAL INDEX KEY: 0001043218 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: BUSINESS PHONE: 2078782770 MAIL ADDRESS: STREET 1: C/O IMMUCELL CORP STREET 2: 56 EVERGREEN DRIVE CITY: PORTLAND STATE: ME ZIP: 04103 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IMMUCELL CORP /DE/ CENTRAL INDEX KEY: 0000811641 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 010382980 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39373 FILM NUMBER: 07617301 BUSINESS ADDRESS: STREET 1: 56 EVERGREEN DR CITY: PORTLAND STATE: ME ZIP: 04103 BUSINESS PHONE: 2078782770 MAIL ADDRESS: STREET 1: 56 EVERGREEN DRIVE CITY: PORTLAND STATE: ME ZIP: 04103 SC 13G/A 1 dsc13ga.htm SCHEDULE 13G AMENDMENT NO. 3 Schedule 13G Amendment No. 3

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)*

ImmuCell Corporation

(Name of Issuer)

Common Stock, par value $0.10 per share

(Title of Class of Securities)

452525306

(CUSIP Number)

December 31, 2006

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 452525306				PAGE 2 of 7 PAGES


1		NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

		Jonathan E. Rothschild
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
		(a) ¨
		(b) ¨
3		SEC USE ONLY

4		CITIZENSHIP OR PLACE OF ORGANIZATION

		U.S.A.


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5 SOLE VOTING POWER

		387,460 (includes 195,800 shares owned indirectly through a wholly owned corporation)
		6 SHARED VOTING POWER

		0
		7 SOLE DISPOSITIVE POWER

		387,460 (includes 195,800 shares owned indirectly through a wholly owned corporation)
		8 SHARED DISPOSITIVE POWER

		0


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	387,460 (includes 195,800 shares owned indirectly through a wholly owned corporation)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)	¨

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	13.4%
12	TYPE OF REPORTING PERSON

	IN


CUSIP No. 452525306				PAGE 3 of 7 PAGES


1		NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

		Arterio, Inc.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
		(a) ¨
		(b) ¨
3		SEC USE ONLY

4		CITIZENSHIP OR PLACE OF ORGANIZATION

		California


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5 SOLE VOTING POWER

		195,800
		6 SHARED VOTING POWER

		0
		7 SOLE DISPOSITIVE POWER

		195,800
		8 SHARED DISPOSITIVE POWER

		0


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	195,800
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)	¨

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	6.8%
12	TYPE OF REPORTING PERSON

	CO


CUSIP No. 452525306				PAGE 4 of 7 PAGES

Item 1

(a).

Name of Issuer:

ImmuCell Corporation

Item 1

(b).

Address of Issuer’s Principal Executive Offices:

56 Evergreen Drive

Portland, ME 04103

Item 2

(a).

Name of Persons Filing:

Jonathan E. Rothschild

Arterio, Inc.

Item 2

(b).

Address of Principal Business Office or, if None, Residence:

The business address of each of Jonathan E. Rothschild and Arterio, Inc. is

1061-B Shary Circle, Concord, CA 94518.

Item 2

(c).

Citizenship:

Mr. Rothschild is a citizen of the United States.

Arterio, Inc. is a California corporation.

Item 2

(d).

Title of Class of Securities:

common stock, par value $0.10 per share (“Common Stock”).

Item 2

(e).

CUSIP Number:

452525306

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable.



Item 4.	Ownership.

	(a)	Amount Beneficially Owned:

		Mr. Rothschild beneficially owns 387,460 shares of Common Stock of the Issuer, which includes 195,800 shares owned indirectly by a wholly owned corporation, Arterio, Inc. Arterio, Inc. beneficially owns 195,800 shares of Common Stock of the issuer.


CUSIP No. 452525306				PAGE 5 of 7 PAGES



	(b)	Percent of Class:

		Jonathan E. Rothschild: 13.4% Arterio, Inc.: 6.8%

	(c)	Number of shares as to which the person has:

		(i)	Sole power to vote or to direct the vote:

			Jonathan E. Rothschild: 387,460 (includes 195,800 shares owned indirectly through a wholly owned corporation, Arterio, Inc.) Arterio, Inc.: 195,800

		(ii)	Shared power to vote or to direct the vote:

			Jonathan E. Rothschild: 0 Arterio, Inc.: 0

		(iii)	Sole power to dispose or to direct the disposition of:

			Jonathan E. Rothschild: 387,460 (includes 195,800 shares owned indirectly through a wholly owned corporation, Arterio, Inc.) Arterio, Inc.: 195,800

		(iv)	Shared power to dispose or direct the disposition of:

			Jonathan E. Rothschild: 0 Arterio, Inc.: 0

Item 5.	Ownership of Five Percent or Less of a Class.

	If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ¨

Item 6.	Ownership of More Than Five Percent on Behalf of Another Person.

	Not Applicable.

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

	Not Applicable.


CUSIP No. 452525306				PAGE 6 of 7 PAGES



Item 8.		Identification and Classification of Members of the Group.

		Not Applicable.

Item 9.		Notice of Dissolution of Group.

		Not Applicable.

Item 10.		Certifications.

		By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.


CUSIP No. 452525306				PAGE 7 of 7 PAGES

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief of each of the undersigned, the undersigned certify that the information set forth in this statement is true, complete and correct, and the undersigned each agree that this Amendment No. 3 to Schedule 13G is filed on behalf of each of them.

Date: February 13, 2007


By:		/s/ Jonathan E. Rothschild
		Jonathan E. Rothschild

ARTERIO, INC.

By:		/s/ Jonathan E. Rothschild
		Name: Jonathan E. Rothschild
		Title: President

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