Statement of Changes in Beneficial Ownership (4)

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	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 * VAN HANDEL MICHAEL 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 _____ Officer (give title below)      _____ Other (specify below)
(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		98683	D	(1)	0	I	By trust

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
Stock Option (Right to Buy)	$6.73	5/1/2015		U			10257	(2)	10/18/2020	Common Stock	10257	$0   (3)	0	D
Stock Option (Right to Buy)	$12.00	5/1/2015		U			10327	(2)	7/30/2023	Common Stock	10327	$0   (3)	0	D
Stock Option (Right to Buy)	$12.12	5/1/2015		U			7693	(2)	5/1/2024	Common Stock	7693	$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
VAN HANDEL MICHAEL J 525 SCIENCE DRIVE MADISON, WI 53711	X

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.
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