Amended Statement of Ownership (sc 13g/a)
February 02 2023 - 02:03PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Celcuity Inc.
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(Name of Issuer)
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Common Stock
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(Title of Class of Securities)
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15102K 100
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(CUSIP Number)
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December 31, 2022
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
SCHEDULE 13G
CUSIP No. 15102K 100
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Page 2 of 4 Pages
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1
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names of reporting persons
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Brian F. Sullivan
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2
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check the appropriate box if a member of a group (see
instructions)*
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(a) ☐
(b) ☐
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3
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sec use only
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4
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citizenship or place of organization
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USA
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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sole voting power
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3,480,280
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6
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shared voting power
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0
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7
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sole dispositive power
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3,480,280
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8
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shared dispositive power
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0 |
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9
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aggregate amount beneficially owned by each reporting person
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3,480,280 (1)
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10
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check if the aggregate amount in row (9) excludes certain shares
(see
instructions)
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☐ |
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11
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percent of class represented by amount in row (9)
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15.7% (2)
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12
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type of reporting person (see instructions)
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IN
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(1)
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Includes options to acquire 359,297 shares of common stock that
have vested or will vest within 60 days of December 31, 2022 and a
warrant to purchase 104,340 shares of common stock.
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(2)
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Calculated based on 21,667,250 shares of Common Stock issued and
outstanding as of December 30, 2022.
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Item 1(a)
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Name of Issuer:
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Celcuity Inc.
Item 1(b)
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Address of Issuer’s Principal Executive Offices:
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16305 36th Avenue
North
Suite 100
Minneapolis, MN 55446
Item 2(a)
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Name of Person Filing:
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Brian F. Sullivan
Item 2(b)
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Address of Principal Business Office or, if None,
Residence:
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16305 36th Avenue
North
Suite 100
Minneapolis, MN 55446
USA
Item 2(d)
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Title of Class of Securities:
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Common Stock
Item 2(e)
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CUSIP Number: 15102K 100
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Item 3
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If this statement is filed pursuant to §§ 240.13d-1(b),
or 240.13d-2(b) or (c), check whether the person filing is
a:
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(a)
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☐ Broker or dealer registered under
Section 15 of the Act.
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(b)
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☐ Bank as defined in Section 3(a)(6) of
the Act.
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(c)
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☐ Insurance company as defined in Section
3(a)(19) of the Act.
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(d)
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☐ Investment company registered under
Section 8 of the Investment Company Act of 1940.
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(e)
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☐ An investment adviser in accordance
with § 240.13d-1(b)(1)(ii)(E).
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(f)
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☐ An employee benefit plan or endowment
fund in accordance with § 240.13d-1(b)(1)(ii)(F).
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(g)
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☐ A parent holding company or control
person in accordance with § 240.13d-1(b)(1)(ii)(G).
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(h)
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☐ A savings association as defined in
Section 3(b) of the Federal Deposit Insurance Act.
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(i)
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☐ A church plan that is excluded from the
definition of an investment company under Section 3(c)(14) of the
Investment Company Act.
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(j)
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☐ A non-U.S. institution in accordance
with § 240.13d-1(b)(1)(ii)(J);
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(k)
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☐ Group, in accordance with §
240.13d-1(b)(1)(ii)(K).
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If filing as a non-U.S. institution in accordance with §
240.13d-1(b)(1)(ii)(J), please specify the type of institution:
See Cover Page, Items 5 through 11.
Item 5
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Ownership of Five Percent or Less of a Class:
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If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following .
Item 6
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Ownership of More than Five Percent on Behalf of Another
Person:
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Not applicable.
Item 7
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Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company:
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Not applicable.
Item 8
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Identification and Classification of Members of the
Group:
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Not applicable.
Item 9
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Notice of Dissolution of Group:
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Not applicable.
Not applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
Dated: January 31, 2023
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/s/
Brian F. Sullivan |
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Brian F. Sullivan |
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