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* Sixth Floor Investors LP (Last) (First) (Middle) 3555 TIMMONS LANE, SUITE 800 (Street) HOUSTON TX 77027 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 07/24/2013	3. Issuer Name and Ticker or Trading Symbol CELLULAR DYNAMICS INTERNATIONAL, INC. [ ICEL ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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, $0.0001 par value per share ("Common Stock")	2,051,282	D(1)(2)(3)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant to Purchase Common Stock	(5)	06/27/2023	Common Stock	27,413	(6)	D(1)(2)(3)(4)

1. Name and Address of Reporting Person* Sixth Floor Investors LP (Last) (First) (Middle) 3555 TIMMONS LANE, SUITE 800 (Street) HOUSTON TX 77027 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* 8-26-22 GP LLC (Last) (First) (Middle) C/O LEWIS M. LINN, MANAGER 3555 TIMMONS LANE, SUITE 800 (Street) HOUSTON TX 77027 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Texas 8-26-22 Trust 2 (Last) (First) (Middle) C/O 1922 TRUST COMPANY LTA, TRUSTEE 3555 TIMMONS LANE, SUITE 800 (Street) HOUSTON TX 77027 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. In addition to Sixth Floor Investors LP, a Delaware limited partnership ("Sixth Floor Investors"), this Form 3 is being filed jointly by 8-26-22 GP LLC, a Delaware limited liability company ("8-26-22") and Texas 8-26-22 Trust 2 ("Texas 8-26-22", and together with Sixth Floor Investors and 8-26-22, the "Reporting Persons"), each of whom may be deemed to have a pecuniary interest in securities owned by Sixth Floor Investors.

2. Sixth Floor Investors holds directly 2,051,282 shares of Common Stock and a warrant to purchase 27,413 shares of Common Stock (the "Subject Securities"). As the general partner of Sixth Floor Investors, 8-26-22 may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). As the sole member of 8-26-22, Texas 8-26-22 may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a).

3. Each of the Reporting Persons disclaims any beneficial ownership of any of the securities listed in this Form 3, except to the extent of any pecuniary interest therein.

4. The warrant to purchase shares of Common Stock set forth on Table II does not give any of the Reporting Persons direct or indirect voting, investment or dispositive control over any securities of the issuer and does not require the counterparties thereto to acquire, hold, vote or dispose of any securities of the issuer.

5. Immediate.

6. The warrant is exercisable at a price per share equal to the price per share at which shares of Common Stock are sold in the issuer's initial public offering pursuant to the issuer's registration statement on Form S-1 filed with, and declared effective by, the Securities and Exchange Commission.

	Sixth Floor Investors LP, By: 8-26-22 GP LLC, its General Partner, By: /s/ Daniel F. Pritzker, Chief Executive Officer	07/24/2013
	8-26-22 GP LLC, By: /s/ Lewis M. Linn, Manager	07/24/2013
	Texas 8-26-22 Trust 2, By: 1922 Trust Company LTA, its Trustee, By: /s/ Lewis M. Linn, President	07/24/2013
	** 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).
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