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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 07/28/2004 |
3. Issuer Name and Ticker or Trading Symbol
INTERLEUKIN GENETICS INC [ ILGN ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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 | ||||
Series A Preferred Stock | (1) | (1) | Common Stock | (2) | $0.3196 | I | By subsidiaries |
Convertible Promissory Notes | (1) | (1) | Common Stock | (3) | $0.6392 | I | By subsidiaries |
Explanation of Responses: |
1. Not applicable. |
2. On July 28, 2004, the Reporting Person became the ultimate parent corporation of Pyxis Innovations Inc. ("Pyxis"), which owns 5,000,000 shares of the issuer's Series A Preferred Stock. As of the date of this filing, these shares are convertible into 28,160,200 shares of the issuer's common stock, reflecting a conversion price of $.3196 per share, subject to adjustment as provided in the Certificate of Designations, Preferences and Rights for Series A Perferred Stock. |
3. Pyxis holds notes from the issuer with an aggregate original principal amount of $2,595,336. The principal amount of the notes, plus accrued interest thereon, is convertible into the issuer's common stock at any time at the option of Pyxis. These notes are convertible into shares of common stock at a conversion price equal to two times the conversion price of the Series A Preferred Stock in effect at the time of conversion. As of September 23, 2004, the notes would have been convertible into 4,109,929 shares of the issuer's common stock. |
/s/ Michael A. Mohr, Vice President and Secretary | 09/24/2004 | |
** 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. | ||
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. |