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* FUJIFILM Cellular Dynamics, Inc. (Last) (First) (Middle) 525 SCIENCE DRIVE (Street) MADISON WI 53711 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Century Therapeutics, Inc. [ IPSC ]	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) 06/22/2021
	4. 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 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
Common Stock	06/22/2021		C		3,974,404	A	(1)	6,955,207	D(2)

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
Series A Convertible Preferred Stock	(1)	06/22/2021		C			10,000,000	(1)	(1)	Common Stock	3,974,404(1)	$0	0	D(2)

1. Name and Address of Reporting Person* FUJIFILM Cellular Dynamics, Inc. (Last) (First) (Middle) 525 SCIENCE DRIVE (Street) MADISON WI 53711 (City) (State) (Zip)

1. Name and Address of Reporting Person* FUJIFILM Corp (Last) (First) (Middle) 7-3 AKASAKA 9-CHOME MINATO-KU (Street) TOKYO M0 107-0052 (City) (State) (Zip)

1. Name and Address of Reporting Person* FUJIFILM Holdings America Corp (Last) (First) (Middle) 200 SUMMIT LAKE DRIVE (Street) VALHALLA NY 10595-1356 (City) (State) (Zip)

1. Name and Address of Reporting Person* FUJIFILM Holdings Corp (Last) (First) (Middle) 7-3, AKASAKA 9-CHOME, MINATO-KU (Street) TOKYO M0 107-0052 (City) (State) (Zip)

Explanation of Responses:

1. FUJIFILM Cellular Dynamics, Inc. held 10,000,000 shares of the issuer's Series A Convertible Preferred Stock. The Series A Convertible Preferred Stock was immediately convertible into shares of the issuer's common stock and had no expiration date. On June 22, 2021, the 10,000,000 shares of Series A Convertible Preferred Stock automatically converted into 3,974,404 shares of the issuer's common stock upon the closing of the issuer's initial public offering.

2. FUJIFILM Cellular Dynamics, Inc. is the direct owner of the reported securities. FUJIFILM Cellular Dynamics, Inc. is a wholly owned subsidiary of FUJIFILM Holdings America Corporation; FUJIFILM Holdings America Corporation is a wholly owned subsidiary of FUJIFILM Corporation; and FUJIFILM Corporation is a wholly owned subsidiary of FUJIFILM Holdings Corporation. Accordingly, each of FUJIFILM Holdings America Corporation, FUJIFILM Corporation and FUJIFILM Holdings Corporation beneficially owns the reported securities indirectly.

Remarks:

Exhibit List: Exhibit 99 - Joint Filer Information

	/s/ Takeshi Yamamoto, President and CEO of FUJIFILM Cellular Dynamics, Inc. and attorney-in-fact for FUJIFILM Holdings America Corporation, FUJIFILM Corporation and FUJIFILM Holdings Corporation	06/23/2021
	** 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.

 

EXHIBIT 99.1

 

 

 

JOINT FILER INFORMATION

 

 

 

Name:     FUJIFILM Cellular Dynamics, Inc.

 

Address: 500 Science Drive, Madison, WI 53711

 

 

 

Name:     FUJIFILM Holdings America Corporation

 

Address: 200 Summit Lake Drive, Valhalla, New York, 10595-1356

 

 

 

Name:     FUJIFILM Corporation

 

Address: 7-3 Akasaka 9-chome, Minato-ku, Tokyo 107-0052, Japan

 

 

 

Name:     FUJIFILM Holdings Corporation

 

Address: 7-3 Akasaka 9-chome, Minato-ku, Tokyo 107-0052, Japan