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CUSIP No. 452525306
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Page 2 of 7 Pages
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1.
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Names of Reporting Person:
Jonathan E. Rothschild
I.R.S. Identification Nos. of above persons (entities only):
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨
(b) o
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3.
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SEC Use Only:
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4.
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Source of Funds (See Instruction):
P F
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5.
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Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or (e): ¨
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6.
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Citizenship or Place of Organization:
USA
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Number
of Shares
Beneficially by
Owned by
Each Reporting
Person With:
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7.
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Sole Voting Power:
510,436
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8.
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Shared Voting Power:
n/a
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9.
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Sole Dispositive Power:
510,436
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10.
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Shared Dispositive Power:
n/a
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person:
510,436
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ¨
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13.
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Percent of Class Represented by Amount in Row (11):
16.9%
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14.
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Type of Reporting Person (See Instructions):
I N
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CUSIP No. 452525306
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Page 3 of 7 Pages
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1.
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Names of Reporting Person:
Arterio, Inc.
I.R.S. Identification Nos. of above persons (entities only):
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨
(b) o
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3.
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SEC Use Only:
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4.
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Source of Funds (See Instruction):
W C
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5.
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Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or (e): ¨
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6.
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Citizenship or Place of Organization:
USA
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Number
of Shares
Beneficially by
Owned by
Each Reporting
Person With:
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7.
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Sole Voting Power:
215,355
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8.
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Shared Voting Power:
n/a
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9.
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Sole Dispositive Power:
215,355
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10.
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Shared Dispositive Power:
n/a
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person:
215,355
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ¨
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||||
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13.
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Percent of Class Represented by Amount in Row (11):
7.1%
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14.
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Type of Reporting Person (See Instructions):
C O
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CUSIP No. 452525306
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Page 4 of 7 Pages
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1.
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Names of Reporting Person:
The estate of the parents of Mr. Rothschild
I.R.S. Identification Nos. of above persons (entities only):
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨
(b) o
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3.
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SEC Use Only:
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4.
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Source of Funds (See Instruction):
W C
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5.
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Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or (e): ¨
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||||
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6.
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Citizenship or Place of Organization:
USA
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Number
of Shares
Beneficially by
Owned by
Each Reporting
Person With:
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7.
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Sole Voting Power:
39,255
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8.
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Shared Voting Power:
n/a
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9.
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Sole Dispositive Power:
39,255
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10.
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Shared Dispositive Power:
n/a
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person:
39,255
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ¨
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13.
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Percent of Class Represented by Amount in Row (11):
1.3%
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14.
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Type of Reporting Person (See Instructions):
I N
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CUSIP No. 452525306
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Page 5 of 7 Pages
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ITEM 1.
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SECURITY AND ISSUER
Common stock, par value $0.10 per share
ImmuCell Corporation
56 Evergreen Drive
Portland, ME 04103
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ITEM 2.
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IDENTITY AND BACKGROUND
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(a)
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Name of Persons filing this Statement:
Jonathan E. Rothschild
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(b)
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Residence or Business Address:
c/o ImmuCell Corporation
56 Evergreen Drive
Portland, ME 04103
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(c)
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Present Principal Occupation and Employment:
Outside Director of ImmuCell Corporation
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(d)
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Criminal Convictions:
None of the Reporting Persons have been charged or convicted in a criminal proceeding during the last five years.
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(e)
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Civil Proceedings:
None of the Reporting Persons have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction during the last five years where such person, as result of such proceeding, was or became subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such law.
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(f)
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State of Incorporation/Organization/Citizenship:
USA
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(a)
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Name of Persons filing this Statement:
Arterio, Inc.
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(b)
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Residence or Business Address:
1601 B Shary Circle
Concord, CA 94518
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(c)
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Present Principal Occupation and Employment:
A corporation owned solely by Mr. Jonathan E. Rothschild. Mr. Rothschild is president of Arterio, Inc.
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(d)
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Criminal Convictions:
None of the Reporting Persons have been charged or convicted in a criminal proceeding during the last five years.
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CUSIP No. 452525306
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Page 6 of 7 Pages
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(e)
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Civil Proceedings:
None of the Reporting Persons have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction during the last five years where such person, as result of such proceeding, was or became subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such law.
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(f)
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State of Incorporation/Organization/Citizenship:
USA
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(a)
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Name of Persons filing this Statement:
The estate of the parents of Mr. Rothschild
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(b)
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Residence or Business Address:
1601 B Shary Circle
Concord, CA 94518
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(c)
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Present Principal Occupation and Employment:
Mr. Rothschild is the executor of his parents’ estate and is a one-third beneficiary of that estate. The distribution of the assets of that estate has not yet been resolved.
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(d)
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Criminal Convictions:
None of the Reporting Persons have been charged or convicted in a criminal proceeding during the last five years.
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(e)
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Civil Proceedings:
None of the Reporting Persons have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction during the last five years where such person, as result of such proceeding, was or became subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such law.
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(f)
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State of Incorporation/Organization/Citizenship:
USA
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ITEM 3.
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SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The source of the $1,420,127 used to acquire the 510,436 shares of common stock is personal funds of the reporting person and his parents. The source of the $574,561 used to acquire the 215,355 shares of common stock by Arterio, Inc. is working capital of Arterio, Inc. The source of the $153,491 used to acquire the 39,255 shares of common stock now held by the estate of Mr. Rothschild’s parents was personal funds of the parents of Mr. Rothschild.
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ITEM 4.
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PURPOSE OF TRANSACTION
The purpose of the acquisition is personal investment.
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CUSIP No. 452525306
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Page 7 of 7 Pages
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ITEM 5.
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INTEREST IN SECURITIES OF THE ISSUER
The 510,436 shares, which represents 16.9% of the outstanding common stock, include 215,355 shares held by Arterio, Inc., a corporation owned solely by Mr. Rothschild and 39,255 shares held by the estate of Mr. Rothschild’s parents. Mr. Rothschild is the executor of his parents’ estate and is a one-third beneficiary of that estate. The distribution of the assets of that estate has not yet been resolved. The 215,355 shares held by Arterio, Inc. represent 7.1% of the outstanding common stock. The 39,255 shares held by the estate of Mr. Rothschild’s parents represent 1.3% of the outstanding common stock.
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ITEM 6.
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CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
n/a
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ITEM 7.
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MATERIAL TO BE FILED AS EXHIBITS
n/a
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Dated: June 27, 2014
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/s/ Michael F. Brigham
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Name: Michael F. Brigham
Attorney-in-fact
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