o
|
Rule
13d-1(b)
|
x
|
Rule
13d-1(c)
|
o
|
Rule
13d-1(d)
|
NUMBER
OF
|
5.
|
SOLE
VOTING POWER:
|
2,870,462
|
||
SHARES
|
|||||
BENEFICIALLY
|
6.
|
SHARED
VOTING POWER:
|
-0-
|
||
OWNED
BY
|
|||||
EACH
REPORTING
|
7.
|
SOLE
DISPOSITIVE POWER:
|
2,870,462
|
||
PERSON
WITH
|
|||||
|
8
|
SHARED
DISPOSITIVE POWER:
|
-0-
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
2,870,462
|
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
G
|
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
8.2%
|
|
12.
|
TYPE
OF REPORTING PERSON
|
IN
|
Item
1(a)
|
Name
of Issuer:
Advanced Cell Technology, Inc.
|
|
Item
1(b)
|
Address
of Issuer's Principal Executive Offices:
|
|
1201
Harbor Bay Parkway
|
||
|
Alameda,
CA 94502
|
|
Item
2(a)
|
Name
of Person Filing:
Gary D. Aronson
|
|
Item
2(b)
|
Address:
|
774
Mays Boulevard, 10-PMB 128
|
|
Incline
Village, NV 89451
|
|
Item
2(c)
|
Citizenship:
|
U.S.A.
|
Item
2(d)
|
Title
of Class of Securities:
Common Stock
|
|
Item
2(e)
|
CUSIP
Number:
00088R105
|
|
Item
3
|
Statement
filed Pursuant to §240.13d-1(b) or 240.13d-2(b) or (c):
Not applicable.
|
|
Item
4(a);
|
Amount
Beneficially Owned; Percent of Class:
On September 14, 2005, the
|
|
Item
4(b)
|
reporting
person acquired a Warrant to Purchase Securities from the issuer
which was
exercisable for 375,756 shares of common stock. The Warrant contains
anti-dilution provisions which reduce the exercise price of the Warrant
and increase the number of shares issuable pursuant to the Warrant
if
certain securities are issued by the issuer at prices below the Warrant
exercise price. The Warrant requires the issuer to give notice to
the
reporting person immediately upon any adjustment in the number or
class of
shares subject to the Warrant or in the Warrant exercise price as
a result
of the anti-dilution adjustments. To date, the reporting person has
received no such notices from the issuer.
|
|
In
August 2005, the reporting person became aware of various securities
issuances that the reporting person believed would result in an
anti-dilution adjustment to increase the number of shares issuable
pursuant to the Warrant. Based solely on information developed by
the
reporting person from public records, the reporting person believes
that a
securities issuance by the issuer on August 1, 2006, caused the Warrant
to
become exercisable for 1,980,506 shares of common stock. Based on
27,690,915 shares of common stock outstanding on July 25, 2006, as
reported in the issuer’s Form 10-QSB filed with the SEC on August 11,
2006, plus the 1,980,506 shares issuable pursuant to the Warrant,
the
reporting person’s beneficial holdings (consisting of 1,980,506 shares
issuable pursuant to the Warrant plus 100 shares owned) as of August
1,
2006, represented 6.7% of the issuer’s outstanding common stock.
|
||
On
August 25, 2006, the reporting person exercised the Warrant pursuant
to
the “net issuance” provisions of the Warrant for 1,541,472 shares instead
of 1,980,506 shares. As a result of such exercise, based on 28,433,391
shares of common stock outstanding as of August 15, 2006, as reported
in
the issuer’s definitive Proxy Statement filed with the SEC on September
11, 2006, plus the 1,541,472 shares issuable upon exercise of the
Warrant,
the reporting person beneficially owned, as of August 25, 2006, a
total of 1,541,572 shares, representing 5.1% of the issuer’s outstanding
common stock.
|
||
The
Warrant also provides for the issuance of additional shares of common
stock if at any time between exercise of the Warrant and January
15, 2009,
the issuer issues certain securities at a price per share which is
lower
than the Warrant exercise price at the time the Warrant was exercised.
On
October 2, 2006, the issuer advised the reporting person of its intent
to
issue 1,328,890 shares of common stock to the reporting person in
addition
to the 1,541,472 shares upon exercise of the Warrant that it had
not yet
issued. As a result, as of the date hereof, the reporting person
beneficially owns 2,870,462 shares of common stock, representing
8.2% of
the issuer’s outstanding common stock (based on 32,320,213 shares
outstanding on September 6, 2006 as reported in the issuer’s Form 8-K/A
filed with the SEC on September 11, 2006, plus the 2,870,362 shares
the
issuer advised it would issue on October 2, 2006 to the reporting
person).
|
||
Item
4(c)
|
For
information regarding the number of shares as to which the reporting
person has voting and dispositive power as of the date hereof, see
Items 5
through 8 of page 2, which are incorporated herein by this
reference.
|
|
Item
5
|
Ownership
of Five Percent or Less of a Class:
Not applicable
|
|
Item
6
|
Ownership
of More than Five Percent on Behalf of Another Person:
Not Applicable
|
|
Item
7
|
Identification
and Classification of the Subsidiary which Acquired the Security
Being
Reported on by the Parent Holding Company or Control
Person:
Not Applicable
|
|
Item
8
|
Identification
and Classification of Members of the Group:
Not Applicable
|
|
Item
9
|
Notice
of Dissolution of Group:
Not Applicable
|
|
Item
10
|
Certification:
By signing below I certify that, to the best of my knowledge and
belief,
the securities referred to above were not acquired and are not held
for
the purpose of or with the effect of changing or influencing the
control
of the issuer of the securities and were not acquired and are not
held in
connection with or as a participant in any transaction having that
purpose
or effect.
|
|
||
|
|
|
Dated:
October 4,
2006
|
/s/ Gary D. Aronson | |
Gary D. Aronson | ||