FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
STEM CELL INNOVATIONS, INC. [ SCLL.OB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/25/2005 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | 05/25/2005 | J(1) | 1,032,601 | D | (1) | 29,967,431 | D | |||
Common Stock | 06/09/2005 | J(1) | 3,210,197 | D | (1) | 26,757,234 | D | |||
Common Stock | 06/13/2005 | J(1) | 118,940 | D | (1) | 26,638,294 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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 1 Voting Convertible Preferred Stock | (2) | 02/14/2006 | A | 18,139.084 | (2) | (2) | Common Stock | 181,390,840 | (3) | 18,139.084 | D | ||||
Common Stock Purchase Warrants | $0.06 | 02/14/2006 | A | 8,333,333 | (4) | (4) | Common Stock | 8,333,333 | (3) | 8,333,333 | D |
Explanation of Responses: |
1. Shares were transferred without consideration on behalf of the Issuer to certain holders of warrants of the Issuer. |
2. Each share of Series 1 Voting Convertible Preferred Stock is convertible into 10,000 shares of Common Stock. Such conversion will occur automatically on the date on which the issuer has sufficient shares of Common Stock authorized to permit conversion of all outstanding shares of Series 1 Voting Convertible Preferred Stock and the exercise of all outstanding warants to purchase Common Stock. |
3. Ms. Chassman paid $580,000 plus her ownership interests in two private companies (Amphioxus Cell Technologies, Inc. and Plurion , Inc.) for the Series 1 Voting Convertible Preferred Stock and Common Stock Purchase Warrants reported in this filing. |
4. Each Common Stock Purchase Warrants becomes exercisable on the date on which the issuer has sufficient shares of Common Stock authorized to permit conversion of all outstanding shares of Series 1 Voting Convertible Preferred Stock and the exercise of all outstanding warants to purchase Common Stock and will be exercisable for five years thereafter. |
Margie Chassman | 04/28/2006 | |
** 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 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. |