SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

ERICKSON EDWARD L

(Last)

(First)

(Middle)

3401 MASONS MILL ROAD

SUITE 100

(Street)

HUNTINGDON VALLEY

19006

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/14/2004

3. Issuer Name and Ticker or Trading Symbol
IMMUNICON CORP [ IMMC ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President, Chief Exec. Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	10,134	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series D Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	2,209	⁽¹⁾	D
Non-Qualified Stock Option (right to buy)	04/30/2002	04/30/2008	Common Stock	15,000	$3	D
Non-Qualified Stock Option (right to buy)	03/01/1999	10/01/2008	Common Stock	5,000	$3	D
Incentive Stock Option (right to buy)	04/15/2000⁽²⁾	04/15/2009	Common Stock	106,667	$1.05	D
Incentive Stock Option (right to buy)	06/16/2001⁽²⁾	06/16/2010	Common Stock	50,000	$1.65	D
Incentive Stock Option (right to buy)	08/21/2001⁽²⁾	08/21/2010	Common Stock	50,000	$2.4	D
Incentive Stock Option (right to buy)	01/17/2003⁽²⁾	01/17/2012	Common Stock	233,334	$2.4	D
Incentive Stock Option (right to buy)	01/16/2004⁽²⁾	01/16/2013	Common Stock	41,102	$2.4	D
Incentive Stock Option (right to buy)	09/23/2004⁽³⁾	09/23/2013	Common Stock	45,132	$2.55	D
Incentive Stock Option (right to buy)	12/03/2008⁽⁴⁾	12/03/2013	Common Stock	100,000	$2.55	D
Warrant to Purchase Common Stock	07/01/1998	06/24/2004	Common Stock	2,223	$3.75	D

Explanation of Responses:

1. All of the outstanding shares of the Issuer's Series D Convertible Preferred Stock will convert automatically on a 1-for-15 basis into Common Stock of the Issuer upon the closing of the Issuer's initial public offering

2. The option vests yearly over five years and expires ten years from the date of grant.

3. The option vests yearly over four years and expires ten years from the date of grant.

4. The option fully vests five years from the date of grant, provided however, 25% of the option will vest upon the first anniversary of the completion of a financing which raises at least $50 million in net proceeds, an additional 25% of the option will vest upon the achievement of net sales to end users of at least $2 million per month for three consecutive months, and the remaining shares shall vest upon the achievement of the net sales to end users of at least $8 million per month for three consecutive months.

Remarks:

	/s/ Teresa O. Lipcsey Teresa O. Lipcsey, Attorney-in-fact	04/13/2004
	** Signature of Reporting Person	Date
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 5 (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.
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