FORM 4
[ ] 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, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

EVNIN ANTHONY B 		2. Issuer Name and Ticker or Trading Symbol

ICAGEN INC [ ICGN ] 		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)

C/O VENROCK, 530 FIFTH AVENUE, 22ND FLOOR 		3. Date of Earliest Transaction (MM/DD/YYYY)

9/1/2011
(Street)

NEW YORK, NY 10036
(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   9/1/2011     M    1250   A $3.36   8688   D  
 
Common Stock   9/1/2011     M    1250   A $4.08   9938   D  
 
Common Stock   9/1/2011     M    3000   A $2.56   12938   D  
 
Common Stock   9/2/2011     M    7910   (1) A $ 0   20848   D  
 
Common Stock   9/2/2011     U    340550   (2) D $6   0   I   By Funds   (3)
Common Stock   9/2/2011     U    12938   (4) D $6   7910   D  
 

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)   $3.36   9/1/2011     M         1250    9/1/2011   9/1/2011   Common Stock   1250   $ 0   0   D  
 
Stock Option (right to buy)   $4.08   9/1/2011     M         1250    9/1/2011   9/1/2011   Common Stock   1250   $ 0   0   D  
 
Stock Option (right to buy)   $2.56   9/1/2011     M         3000    9/1/2011   9/1/2011   Common Stock   3000   $ 0   0   D  
 
Restricted Stock Units     (5) (6) 9/2/2011     M         7910    9/2/2011   (6) 9/2/2011   (6) Common Stock   7910   $ 0   0   D  
 

Explanation of Responses:
( 1)  Shares of common stock received in connection with the conversion of restricted stock units accelerated on September 2, 2011 pursuant to the terms and conditions set forth in the Offer to Purchase for Cash, filed with the SEC by Pfizer Inc. ("Pfizer") and Eclipse Acquisition Corp., a wholly-owned subsidiary of Pfizer ("Purchaser"), on August 3, 2011, as amended (the "Offer to Purchase for Cash"), and the occurrence of the Acceptance Time (as defined therein).
( 2)  The reported transaction represents an aggregate of 142,101 shares of common stock held by Venrock Associates and 198,449 shares of common stock held by Venrock Associates II, L.P. (together, "Venrock") tendered to Purchaser pursuant to Purchaser's offer to purchase all of the issued and outstanding shares of common stock of Issuer at a price per share of $6.00, net to the holder thereof in cash, without interest thereon, less any applicable withholding and transfer taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase for Cash (the "Tender Offer").
( 3)  Anthony B. Evnin, a director of the Issuer, is a partner of Venrock and shares voting and investment power of the shares held by Venrock with the partners of Venrock. The partners may be deemed to beneficially own the shares held by Venrock; however, each partner disclaims beneficial ownership of these shares except to the extent of his or her proportionate pecuniary interest therein.
( 4)  The reported transaction represents 12,938 shares of common stock tendered to Purchaser pursuant to the Tender Offer.
( 5)  Each restricted stock unit represents the right to receive one share of Issuer's common stock.
( 6)  All restricted stock units held by Dr. Evnin were accelerated on September 2, 2011 pursuant to the Tender Offer and the occurrence of the Acceptance Time (as defined in the Offer to Purchase for Cash).

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
EVNIN ANTHONY B
C/O VENROCK
530 FIFTH AVENUE, 22ND FLOOR
NEW YORK, NY 10036 		X



Signatures
/s/ Anthony B. Evnin 9/7/2011
** 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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