TL Ventures III Manager LLC

-----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, FalTVZ5hQY7cjLBV9WmKh0ssTEgJKO/0leLQSDkdMoxQRgeNUV68GCJSK0p1pHgB +TrJBehg+nPiwikIFwRlkQ== 0001193125-05-027196.txt : 20050211 0001193125-05-027196.hdr.sgml : 20050211 20050211172553 ACCESSION NUMBER: 0001193125-05-027196 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050211 DATE AS OF CHANGE: 20050211 GROUP MEMBERS: TL VENTURES III GENERAL PARTNER L.P. GROUP MEMBERS: TL VENTURES III INTERFUND L.P. GROUP MEMBERS: TL VENTURES III L.P. GROUP MEMBERS: TL VENTURES III MANAGEMENT L.P. GROUP MEMBERS: TL VENTURES III OFFSHORE L.P. GROUP MEMBERS: TL VENTURES III OFFSHORE LTD. GROUP MEMBERS: TL VENTURES III OFFSHORE PARTNERS L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IMMUNICON CORP CENTRAL INDEX KEY: 0001083132 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-80333 FILM NUMBER: 05600335 BUSINESS ADDRESS: STREET 1: 3401 MASONS MILL RD STREET 2: SUITE 100 CITY: HUNTINGTON VALLEY STATE: PA ZIP: 19006 BUSINESS PHONE: 215 830 0777 X121 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TL VENTURES III MANAGER LLC CENTRAL INDEX KEY: 0001061289 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 020563157 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 435 DEVON PARK DR STREET 2: BLDG 800 CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: 6109711515 MAIL ADDRESS: STREET 1: 435 DEVON PARK DR STREET 2: 700 BUILDING CITY: WAYNE STATE: PA ZIP: 19087 FORMER COMPANY: FORMER CONFORMED NAME: TL VENTURES III LLC DATE OF NAME CHANGE: 19980507 SC 13G 1 dsc13g.htm TL VENTURES III MANAGER LLC TL Ventures III Manager LLC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under The Securities Exchange Act Of 1934

(Amendment No. )¹

Immunicon Corp.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

45260A107

(CUSIP Number)

December 31, 2004

(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)

¨ Rule 13d-1(c)

x 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. 45260A107		SCHEDULE 13G


1		NAME OF REPORTING PERSON IRS IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) TL Ventures III L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) x (b) ¨
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5 SOLE VOTING POWER

-0-

6 SHARED VOTING POWER

2,258,449

7 SOLE DISPOSITIVE POWER

-0-

8 SHARED DISPOSITIVE POWER

2,258,449


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,258,449
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 9.8%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

Page 2 of 14


CUSIP No. 45260A107		SCHEDULE 13G


1		NAME OF REPORTING PERSON IRS IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) TL Ventures III Management L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) x (b) ¨
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5 SOLE VOTING POWER

-0-

6 SHARED VOTING POWER

2,258,449

7 SOLE DISPOSITIVE POWER

-0-

8 SHARED DISPOSITIVE POWER

2,258,449


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,258,449
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 9.8%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

Page 3 of 14


CUSIP No. 45260A107		SCHEDULE 13G


1		NAME OF REPORTING PERSON IRS IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) TL Ventures III Manager LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) x (b) ¨
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5 SOLE VOTING POWER

-0-

6 SHARED VOTING POWER

2,258,449

7 SOLE DISPOSITIVE POWER

-0-

8 SHARED DISPOSITIVE POWER

2,258,449


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,258,449
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 9.8%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

Page 4 of 14


CUSIP No. 45260A107		SCHEDULE 13G


1		NAME OF REPORTING PERSON IRS IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) TL Ventures III Interfund L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) x (b) ¨
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5 SOLE VOTING POWER

-0-

6 SHARED VOTING POWER

2,258,449

7 SOLE DISPOSITIVE POWER

-0-

8 SHARED DISPOSITIVE POWER

2,258,449


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,258,449
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 9.8%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

Page 5 of 14


CUSIP No. 45260A107		SCHEDULE 13G


1		NAME OF REPORTING PERSON IRS IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) TL Ventures III General Partner L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) x (b) ¨
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5 SOLE VOTING POWER

-0-

6 SHARED VOTING POWER

2,258,449

7 SOLE DISPOSITIVE POWER

-0-

8 SHARED DISPOSITIVE POWER

2,258,449


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,258,449
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 9.8%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

Page 6 of 14


CUSIP No. 45260A107		SCHEDULE 13G


1		NAME OF REPORTING PERSON IRS IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) TL Ventures III Offshore L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) x (b) ¨
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands, British West Indies

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5 SOLE VOTING POWER

-0-

6 SHARED VOTING POWER

2,258,449

7 SOLE DISPOSITIVE POWER

-0-

8 SHARED DISPOSITIVE POWER

2,258,449


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,258,449
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 9.8%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

Page 7 of 14


CUSIP No. 45260A107		SCHEDULE 13G


1		NAME OF REPORTING PERSON IRS IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) TL Ventures III Offshore Partners L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) x (b) ¨
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands, British West Indies

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5 SOLE VOTING POWER

-0-

6 SHARED VOTING POWER

2,258,449

7 SOLE DISPOSITIVE POWER

-0-

8 SHARED DISPOSITIVE POWER

2,258,449


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,258,449
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 9.8%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

Page 8 of 14


CUSIP No. 45260A107		SCHEDULE 13G


1		NAME OF REPORTING PERSON IRS IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) TL Ventures III Offshore Ltd.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) x (b) ¨
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands, British West Indies

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5 SOLE VOTING POWER

-0-

6 SHARED VOTING POWER

2,258,449

7 SOLE DISPOSITIVE POWER

-0-

8 SHARED DISPOSITIVE POWER

2,258,449


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,258,449
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 9.8%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO

Page 9 of 14

Item 1

(a)

Name of Issuer:

Immunicon Corp.

Item 1

(b)

Address of Issuer’s Principal Executive Offices:

3401 Masons Mill Road

Suite 100

Huntington Valley, PA 19006

Item 2

(a)

Name of Person Filing:

(1) TL Ventures III L.P.

(2) TL Ventures III Interfund L.P.

(3) TL Ventures III Management L.P.

(4) TL Ventures III Manager LLC

(5) TL Ventures III Offshore L.P.

(6) TL Ventures III Offshore Partners L.P.

(7) TL Ventures III Offshore Ltd.

(8) TL Ventures III General Partner L.P.

Item 2

(b)

Address of Principal Business Offices:

(1),(2),(3),(4),(8):

700 Building

435 Devon Park Drive

Wayne, PA 19087-1990

(5)&(6):

c/o Trident Trust Company (Cayman) Limited

P.O. Box 847

One Capitol Place, 4^th Floor

Grand Cayman, Cayman Islands

British West Indies

(7):

c/o Myers & Calder

PO Box 309GT, Ugland House

South Church Street

George Town, Grand Cayman

Cayman Islands

British West Indies

Item 2

(c)

Citizenship:

(1),(2),(3), (8): Delaware limited partnership

(4): Delaware limited liability company

(5),(6),(7): Cayman Island company

Item 2

(d)

Title of Class of Securities:

Common Stock

Item 2

(e)

CUSIP Number:

45260A107

Item 3

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

(a)

Broker or dealer registered under Section 15 of the Exchange Act

(b)

Bank as defined in Section 3(a)(6) of the Exchange Act

(c)

Insurance company as defined in Section 3(a)(19) of the Exchange Act

(d)

Investment company registered under Section 8 of the Investment Company Act

(e)

An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E)

(f)

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F)

(g)

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G)

(h)

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act

(i)

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act

(j)

Group, in accordance with Rule 13d-1(b)(1)(ii)(J)

Not applicable

Page 10 of 14



Item 4	Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

	(a)	Amount beneficially owned: 2,258,449

	(b)	Percent of class: 9.8% (1)

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

		(i)	Sole power to vote or to direct the vote: 2,258,449

		(ii)	Shared power to vote or to direct the vote: -0-

		(iii)	Sole power to dispose or to direct the disposition of: 2,258,449

		(iv)	Shared power to dispose or to direct the disposition of: -0-

	(1) Calculated on the basis of 23,099,777 shares of Common Stock outstanding on November 8, 2004, according to the Form 10-Q of the Issuer for the fiscal quarter ended September 30, 2004. TL Ventures III L.P. (“TL III”), TL Ventures III Offshore L.P. (“TL III Offshore”) and TL Ventures III Interfund L.P. (“TL III Interfund”) are venture capital funds, which are required by their governing documents to make all investment, voting and disposition actions in tandem. TL III is the record holder of 1,818,432 shares; TL III Offshore is the record holder of 380,641 shares; and TL III Interfund is the record holder of 59,376 shares. TL Ventures III Manager LLC is the sole general partner of TL Ventures III General Partner L.P., the sole general partner of TL Ventures III Management L.P., the sole general partner of TL III, and TL Ventures III Manager LLC is the sole general partner of TL Ventures III General Partner L.P., the sole general partner of TL III Interfund. As such, TL Ventures III Manager LLC has sole authority and responsibility for all investment, voting and disposition decisions for TL III and TL III Interfund, which powers, other than investments, are exercised through its three-member board of managers, by majority vote. Investment decisions require a majority vote of the members of TL Ventures III Manager LLC. TL Ventures III Offshore Ltd. is the sole general partner of TL Ventures Offshore Partners L.P., which is the sole general partner of TL III Offshore. As such, it has sole authority and responsibility for investment, voting and disposition decisions for TL III Offshore, which powers are exercised through its three-member board of directors, by majority vote.

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. Not applicable

Item 8	Identification and Classification of Members of the Group. See “Exhibit A” attached hereto.

Item 9	Notice of Dissolution of Group. Not applicable

Item 10	Certification. Not applicable

Page 11 of 14

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Dated: February 11, 2004	TL VENTURES III L.P.

	By:	TL Ventures III Management L.P.,
		its general partner

	By:	TL Ventures III General Partner L.P.,
		its general partner

	By:	TL Ventures III Manager LLC,
		its general partner

	By:	/s/ Janet L. Stott
	Name:	Janet L. Stott
	Title:	Controller

	TL VENTURES III OFFSHORE L.P.

	By:	TL Ventures III Offshore Partners L.P.,
		its general partner

	By:	TL Ventures III Offshore Ltd.,
		its general partner

	By:	/s/ Janet L. Stott
	Name:	Janet L. Stott
	Title:	Controller

	TL VENTURES III INTERFUND L.P.

	By:	TL Ventures III General Partner L.P.,
		its general partner

	By:	TL Ventures III Manager LLC,
		its general partner

	By:	/s/ Janet L. Stott
	Name:	Janet L. Stott
	Title:	Controller

	TL VENTURES III MANAGER LLC

	By:	/s/ Janet L. Stott
	Name:	Janet L. Stott
	Title:	Controller

Page 12 of 14


TL VENTURES III OFFSHORE LTD.

By:		/s/ Janet L. Stott
Name:		Janet L. Stott
Title:		Controller

TL VENTURES III MANAGEMENT L.P.

By:		TL Ventures III General Partner L.P., its general partner

By:		TL Ventures III Manager LLC, its general partner

By:		/s/ Janet L. Stott
Name:		Janet L. Stott
Title:		Controller

TL VENTURES III OFFSHORE PARTNERS L.P.

By:		TL Ventures III Offshore Ltd., its general partner

By:		/s/ Janet L. Stott
Name:		Janet L. Stott
Title:		Controller

TL VENTURES III GENERAL PARTNER L.P.

By:		TL Ventures III Manager LLC,
		its general partner

By:		/s/ Janet L. Stott
Name:		Janet L. Stott
Title:		Controller

Page 13 of 14

EXHIBIT A

TL Ventures III L.P., TL Ventures III Interfund L.P., TL Ventures III Management L.P., TL Ventures III Manager LLC, TL Ventures III Offshore L.P., TL Ventures III Offshore Partners L.P., TL Ventures III Offshore Ltd., and TL Ventures III General Partner L.P. are members of a group for purposes of Sections 13 (d) and 13 (g) of the Securities Exchange Act of 1934.

Page 14 of 14

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