SEC FORM 4

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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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^*

TULLIS JAMES L L

(Last)

(First)

(Middle)

C/O TULLIS-DICKERSON & CO., INC.

2 GREENWICH PLAZA, 4TH FLOOR

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
VIACELL INC [ VIAC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/25/2007

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/25/2007		X		250,000 ^{( 1 )}	A	$1.5	1,753,221	I	See footnotes ^{( 2 )} ^{( 3 )}
Common Stock	01/25/2007		S		62,563 ^{( 1 )}	D	$5.994	1,690,658	I	See footnotes ^{( 2 )} ^{( 3 )}

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrant (Right to Buy)	$1.5	01/25/2007		X		250,000		^{( 4 )}	11/12/2007	Common Stock	250,000	$0	0	I	See footnotes ^{( 3 )} ^{( 4 )}

Explanation of Responses:

1. Net exercise of warrant held by TD Javelin Capital Fund, L.P. for an aggregate acquisition of 187,437 shares of Common Stock.

2. Subsequent to the net exercise of the warrant described in footnote (1) above, TD Javelin Capital Fund, L.P. owns 716,937 shares; TD Javelin Capital Fund II, L.P. owns 413,654 shares; TD Lighthouse Capital Fund, L.P. owns 558,317 shares; Tullis-Dickerson Capital Focus II, L.P. owns no shares; TD Origen Capital Fund, L.P. owns no shares; and Tullis-Dickerson Partners II, L.L.C. owns 1,750 shares. The reporting person shares with other persons voting and/or dispositive power over such shares, and he disclaims beneficial ownership of such shares except to the extent of his proportionate pecuniary interests therein.

3. The general partner of TD Javelin Capital Fund II, L.P., TD Origen Capital Fund, L.P. and TD Lighthouse Capital Fund, L.P. is TD II Regional Partners, Inc., of which the reporting person is chief executive officer. The general partner of TD Javelin Capital Fund, L.P. is JVP, L.P.; its general partner is JVP, Inc., of which the reporting person is chief executive officer. The general partner of Tullis-Dickerson Capital Focus II, L.P. is Tullis-Dickerson Partners II, L.L.C., of which the reporting person is a managing member.

4. The warrant is owned by TD Javelin Capital Fund, L.P. and is exercisable at any time prior to its expiration date.

	/s/ Gloria Skigen, Attorney-in-Fact	01/29/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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