Iomai Corp - Statement of Changes in Beneficial Ownership (4)
August 01 2008 - 4:11PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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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, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
INTERCELL AG
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2. Issuer Name
and
Ticker or Trading Symbol
IOMAI CORP
[
IOMI
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
CAMPUS VIENNA BIOCENTER 6
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3. Date of Earliest Transaction
(MM/DD/YYYY)
8/1/2008
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(Street)
VIENNA, C4 1030
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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8/1/2008
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P
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309004
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A
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(1)
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10608768
(2)
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D
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Common Stock
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2776211
(3)
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I
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See note
(3)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Warrants
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$5.25
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8/1/2008
(2)
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(2)
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X
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94500
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3/2/2007
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3/2/2012
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Common Stock
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94500
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$0.00
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550535
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I
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See note
(4)
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Explanation of Responses:
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(
1)
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Acquired on August 1, 2008, pursuant to the closing of a share exchange agreement, dated as of May 12, 2008 by and between Intercell AG ("Intercell") and certain Iomai Corporation stockholders (the "Exchange Agreement").
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(
2)
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Includes, in addition to the shares of Common Stock being reported as an acquisition of beneficial ownership by Intercell, the following shares of Common Stock also acquired by Intercell pursuant to the Exchange Agreement (i) 10,205,264 shares previously owned by certain stockholders of Iomai Corporation ("Iomai") that Intercell, on a Form 3/A dated May 12, 2008 (the "Form 3/A"), reported as beneficially owned indirectly based on the terms of a voting agreement, dated as of May 12, 2008, by and between Intercell and certain Iomai stockholders (the "Voting Agreement") and (ii) 94,500 shares acquired by Iomai stockholders pursuant to the exercise of Warrants that Intercell previously reported as beneficially owned indirectly on Table II of the Form 3/A based on the terms of the Voting Agreement.
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(
3)
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Consists of 2,776,211 shares that Intercell may be deemed to beneficially own indirectly based on the terms of the Voting Agreement.
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(
4)
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Consists of Warrants to purchase shares of Common Stock owned by Iomai stockholders that Intercell may be deemed to beneficially own indirectly based on the terms of the Voting Agreement.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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INTERCELL AG
CAMPUS VIENNA BIOCENTER 6
VIENNA, C4 1030
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X
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Signatures
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/s/ Gerd Zettlmeissl
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8/1/2008
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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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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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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