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 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Buller Richard E
2. Issuer Name and Ticker or Trading Symbol

Celcuity Inc. [ CELC ]
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)

16305 36TH AVENUE NORTH, SUITE 100
3. Date of Earliest Transaction (MM/DD/YYYY)

8/19/2022
(Street)

MINNEAPOLIS, MN 55446
(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 8/19/2022  S(1)  300 D$8.9484 (2)10198 (3)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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (right to buy) $5.1000            (4)5/14/2030 Common Stock 12654  12654 D  
Stock Option (right to buy) $5.5000            (4)12/3/2029 Common Stock 4555  4555 D  
Stock Option (right to buy) $5.5000            (4)5/12/2031 Common Stock 2310  2310 D  
Stock Option (right to buy) $5.5000            (5)5/17/2032 Common Stock 19558  19558 D  

Explanation of Responses:
(1) The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 20, 2022.
(2) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.72 to $9.375, inclusive. The reporting person undertakes to provide Celcuity Inc., any security holder of Celcuity Inc., or the staff of the Securities and Exchange Commission upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote
(3) Includes 3,273 shares of restricted stock for which risks of forfeiture lapse on April 30, 2023, or if earlier, the date of the Company's 2023 Annual Meeting of Stockholders.
(4) 100% vested.
(5) This Option will vest and become exercisable on April 30, 2023, or if earlier, the date of the Company's 2023 Annual Meeting of Stockholders.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Buller Richard E
16305 36TH AVENUE NORTH
SUITE 100
MINNEAPOLIS, MN 55446
X



Signatures
/s/ Eric O. Madson as Attorney-in-Fact for Richard E. Buller pursuant to Power of Attorney previously filed.8/23/2022
**Signature of Reporting PersonDate


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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