SEC Form 4
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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
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*
PYXIS INNOVATIONS INC

(Last) (First) (Middle)
7575 FULTON STREET EAST

(Street)
ADA MI 49355-0001

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
INTERLEUKIN GENETICS INC [ ILI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/10/2008
4. If Amendment, Date of Original Filed (Month/Day/Year)
06/13/2008
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 Acquired, Disposed of, or Beneficially Owned
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
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
Convertible Promissory Note $5.6783(1) 06/10/2008 P $4,000,000 (1) (1) Common Stock 704,437(1) (1) 28,864,637(6) D
Convertible Promissory Note $5.6783(2) 05/29/2009 P $1,000,000 (2) (2) Common Stock 176,110(2) (2) 29,040,747(6) D
Convertible Promissory Note $5.6783(3) 11/09/2009 P $2,000,000 (3) (3) Common Stock 352,219(3) (3) 29,392,966(6) D
Convertible Promissory Note $5.6783(4) 02/01/2010 P $2,000,000 (4) (4) Common Stock 352,219(4) (4) 29,745,185(6) D
Convertible Promissory Note $5.6783(5) 09/30/2010 P $2,000,000 (5) (5) Common Stock 352,219(5) (5) 30,097,404(6) D
1. Name and Address of Reporting Person*
PYXIS INNOVATIONS INC

(Last) (First) (Middle)
7575 FULTON STREET EAST

(Street)
ADA MI 49355-0001

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Alticor Global Holdings Inc.

(Last) (First) (Middle)
7575 FULTON STREET EAST

(Street)
ADA MI 49355-0001

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
SOLSTICE HOLDINGS INC

(Last) (First) (Middle)
7575 FULTON STREET EAST

(Street)
ADA MI 49355-0001

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
ALTICOR INC

(Last) (First) (Middle)
7575 FULTON STREET EAST

(Street)
ADA MI 49355-0001

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. On June 10, 2008, Pyxis was issued a convertible promissory note by the Issuer with an original principal amount of $4,000,000. On September 30, 2010, this convertible promissory note was amended and restated to extend the maturity date on which the principal amount of the convertible promissory note will be payable to June 30, 2012. The original principal amount of the convertible promissory note, plus accrued interest thereon, is convertible into the Issuer's common stock at any time at the option of Pyxis. The maximum number of shares of common stock into which the balance of this convertible promissory note may be converted is determined by dividing the aggregate principal amount to be converted, together with all accrued interest to the date of conversion, by $5.6783. As of June 10, 2008, the convertible promissory note would have been convertible into 704,437 shares of the Issuer's common stock.
2. On May 29, 2009, Pyxis was issued a convertible promissory note by the Issuer with an original principal amount of $1,000,000. On September 30, 2010, this convertible promissory note was amended and restated to extend the maturity date on which the principal amount of the convertible promissory note will be payable to June 30, 2012. The original principal amount of the convertible promissory note, plus accrued interest thereon, is convertible into the Issuer's common stock at any time at the option of Pyxis. The maximum number of shares of common stock into which the balance of this convertible promissory note may be converted is determined by dividing the aggregate principal amount to be converted, together with all accrued interest to the date of conversion, by $5.6783. As of May 29, 2009, the convertible promissory note would have been convertible into 176,110 shares of the Issuer's common stock.
3. On November 9, 2009, Pyxis was issued a convertible promissory note by the Issuer with an original principal amount of $2,000,000. On September 30, 2010, this convertible promissory note was amended and restated to extend the maturity date on which the principal amount of the convertible promissory note will be payable to June 30, 2012. The original principal amount of the convertible promissory note, plus accrued interest thereon, is convertible into the Issuer's common stock at any time at the option of Pyxis. The maximum number of shares of common stock into which the balance of this convertible promissory note may be converted is determined by dividing the aggregate principal amount to be converted, together with all accrued interest to the date of conversion, by $5.6783. As of November 9, 2009, the convertible promissory note would have been convertible into 352,219 shares of the Issuer's common stock.
4. On February 1, 2010, Pyxis was issued a convertible promissory note by the Issuer with an original principal amount of $2,000,000. On September 30, 2010, this convertible promissory note was amended and restated to extend the maturity date on which the principal amount of the convertible promissory note will be payable to June 30, 2012. The original principal amount of the convertible promissory note, plus accrued interest thereon, is convertible into the Issuer's common stock at any time at the option of Pyxis. The maximum number of shares of common stock into which the balance of this convertible promissory note may be converted is determined by dividing the aggregate principal amount to be converted, together with all accrued interest to the date of conversion, by $5.6783. As of February 1, 2010, the convertible promissory note would have been convertible into 352,219 shares of the Issuer's common stock.
5. On September 30, 2010, Pyxis was issued a convertible promissory note by the Issuer with an original principal amount of $2,000,000. The maturity date of this convertible promissory note is June 30, 2012. The original principal amount of the convertible promissory note, plus accrued interest thereon, is convertible into the Issuer's common stock at any time at the option of Pyxis. The maximum number of shares of common stock into which the balance of this convertible promissory note may be converted is determined by dividing the aggregate principal amount to be converted, together with all accrued interest to the date of conversion, by $5.6783. As of September 30, 2010, the convertible promissory note would have been convertible into 352,219 shares of the Issuer's common stock.
6. This amount includes 5,000,000 shares of the Issuer's Series A preferred stock held by Pyxis, which are convertible into 28,160,200 shares of common stock. As of September 30, 2010, Pyxis holds five convertible promissory notes issued by the Issuer in the aggregate principal amount of $11,000,000. Taking into account accrued interest as of September 30, 2010, these notes are currently convertible into a maximum of 1,946,044 shares of common stock of Pyxis. As of September 30, 2010, Pyxis is the holder of preferred stock and notes (including accrued interest) convertible into an aggregate of 30,106,244 shares of common stock.
Remarks:
/s/ Kim S. Mitchell, Assistant Secretary 10/04/2010
ALTICOR GLOBAL HOLDINGS INC., /s/ Kim S. Mitchell, Assistant Secretary 10/04/2010
SOLSTICE HOLDINGS INC., /s/ Kim S. Mitchell, Assistant Secretary 10/04/2010
ALTICOR INC., /s/ Kim S. Mitchell, Assistant Secretary 10/04/2010
** 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.