Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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
OMB APPROVAL
OMB Number: 3235-0104
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
  BAY CITY CAPITAL LLC
2. Date of Event Requiring Statement (Month/Day/Year)
05/17/2013
3. Issuer Name and Ticker or Trading Symbol
INTERLEUKIN GENETICS INC [ILIU]
(Last)
(First)
(Middle)
750 BATTERY STREET, SUITE 400
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

SAN FRANCISCO, CA 94111
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 20,187,464
I
See footnotes (1) (2)
Common Stock 384,699
I
See footnotes (1) (3)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Common Stock Warrant (right to buy)   (4)   (4) Common Stock 15,140,598 $ 0.2745 I See footnotes (1) (2)
Common Stock Warrant (right to buy)   (4)   (4) Common Stock 288,524 $ 0.2745 I See footnotes (1) (3)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BAY CITY CAPITAL LLC
750 BATTERY STREET
SUITE 400
SAN FRANCISCO, CA 94111
    X    
Bay City Capital Fund V, L.P.
750 BATTERY STREET
SUITE 400
SAN FRANCISCO, CA 94111
    X    
Bay City Capital Fund V Co-Investment Fund, L.P.
750 BATTERY STREET
SUITE 400
SAN FRANCISCO, CA 94111
    X    
Bay City Capital Management V LLC
750 BATTERY STREET
SUITE 400
SAN FRANCISCO, CA 94111
    X    

Signatures

/s/ Michael L. Lawhead, attorney-in-fact 05/21/2013
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) Bay City Capital LLC, a Delaware limited liability company ("BCC"), Bay City Capital Management V LLC, a Delaware limited liability company ("Management V"), Bay City Capital Fund V, L.P., a Delaware limited partnership ("Fund V"), and Bay City Capital Fund V Co-Investment Fund, L.P., a Delaware limited partnership ("Co-Investment V"), are deemed to be a "group" for the purpose of Section 13(d) under the Securities Exchange Act of 1934. Management V is the general partner of Fund V and Co-Investment V and has sole voting and dispositive power with respect to the securities held by Fund V and Co-Investment V. BCC, the manager of Management V, is also an advisor to Fund V and Co-Investment V and has sole voting and dispositive power with respect to the securities held by Fund V and Co-Investment V.
(2) Represent securities held by Fund V, including indirect interests of Management V. Management V disclaims beneficial ownership with respect to these securities, except to the extent of its pecuniary interest therein.
(3) Represent securities held by Co-Investment V, including indirect interests of Management V. Management V disclaims beneficial ownership with respect to these securities, except to the extent of its pecuniary interest therein.
(4) 63% of the warrants are exercisable on 05/17/2013 (the "Initial Exercise Date") and 37% of the warrants are exercisable on the date the Issuer's shareholders approve an increase in the number of authorized shares of common stock under the Issuer's certificate of incorporation. The warrants terminate if they are not exercised on or prior to the close of business on the seven year anniversary of the Initial Exercise Date.
 
Remarks:
EXHIBIT LIST:  Exhibit 24.1 Power of Attorney

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.