FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

PALAY ROBERT J 		2. Issuer Name and Ticker or Trading Symbol

CELLULAR DYNAMICS INTERNATIONAL, INC. [ ICEL ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chairman and CEO
(Last)          (First)          (Middle)

525 SCIENCE DRIVE 		3. Date of Earliest Transaction (MM/DD/YYYY)

5/1/2015
(Street)

MADISON, WI 53711
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   5/1/2015     U    684166   D   (1) 0   I   By family limited liability company  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Employee Stock Options (Right to Buy)   $6.44   5/1/2015     U         153847      (2) 1/29/2020   Common Stock   153847   $0   (3) 0   D  
 
Employee Stock Options (Right to Buy)   $12.68   5/1/2015     U         61539      (2) 12/20/2021   Common Stock   61539   $0   (3) 0   D  
 
Employee Stock Options (Right to Buy)   $12.00   5/1/2015     U         150000      (2) 7/30/2023   Common Stock   150000   $0   (3) 0   D  
 
Employee Stock Options (Right to Buy)   $15.46   5/1/2015     U         90000      (2) 3/6/2024   Common Stock   90000   $0   (3) 0   D  
 

Explanation of Responses:
( 1)  Stock of the Issuer tendered pursuant to an offer by Badger Acquisition Corporation, a wholly-owned subsidiary of FUJIFILM Holdings Corporation, to exchange each share of common stock for cash in the amount of $16.50, without interest.
( 2)  To the extent not already vested and exercisable, all options became vested and exercisable immediately prior to the merger described in note 3.
( 3)  As of the effective time of the merger of the Issuer and Badger Acquisition Corporation, subsequent to the consummation of the exchange offer, and under the terms of the agreement and plan of merger between FUJIFILM Holdings Corporation, Badger Acquisition Corporation and the Issuer, each stock option was cancelled in exchange for a cash lump-sum payment equal to the amount by which $16.50 exceeds the exercise price.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
PALAY ROBERT J
525 SCIENCE DRIVE
MADISON, WI 53711 		X
Chairman and CEO

Signatures
Anna M. Geyso (pursuant to Power of Attorney previously filed) 5/4/2015
** 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 control number.
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