Statement of Changes in Beneficial Ownership (4)
February 21 2023 - 04:26PM
Edgar (US Regulatory)
FORM 4
[ ] Check this box if no longer subject to Section
16. Form 4 or Form 5 obligations may continue. See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
|
OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
|
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 * Sullivan Brian
F. |
2. Issuer Name and Ticker or Trading
Symbol Celcuity Inc. [ CELC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)__X__
Director __X__
10% Owner
__X__ Officer (give title
below) _____ Other
(specify below)
Chief Executive Officer |
(Last)
(First)
(Middle)
16305 36TH AVENUE NORTH, SUITE 100 |
3. Date of Earliest Transaction (MM/DD/YYYY)
2/16/2023
|
(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 |
|
|
|
|
|
|
|
3016643 |
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
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. 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 Date |
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 of Derivative Security: Direct
(D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr.
4) |
Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Stock Option (right to buy) |
$8.4000 |
|
|
|
|
|
|
(1) |
5/17/2027 |
Common Stock |
21500 |
|
21500 |
D |
|
Stock Option (right to buy) |
$5.50 |
|
|
|
|
|
|
(1) |
9/19/2027 |
Common Stock |
8220 |
|
8220 |
D |
|
Stock Option (right to buy) |
$5.50 |
|
|
|
|
|
|
(1) |
8/13/2028 |
Common Stock |
3769 |
|
3769 |
D |
|
Stock Option (right to buy) |
$5.50 |
|
|
|
|
|
|
(1) |
10/17/2028 |
Common Stock |
14675 |
|
14675 |
D |
|
Stock Option (right to buy) |
$5.50 |
|
|
|
|
|
|
(2) |
8/12/2029 |
Common Stock |
50000 |
|
50000 |
D |
|
Stock Option (right to buy) |
$5.50 |
|
|
|
|
|
|
(1) |
8/12/2029 |
Common Stock |
4985 |
|
4985 |
D |
|
Stock Option (right to buy) |
$5.9000 |
|
|
|
|
|
|
(3) |
8/12/2030 |
Common Stock |
20000 |
|
20000 |
D |
|
Stock Option (right to buy) |
$5.9000 |
|
|
|
|
|
|
(1) |
8/12/2030 |
Common Stock |
17281 |
|
17281 |
D |
|
Stock Option (right to buy) |
$5.50 |
|
|
|
|
|
|
(4) |
12/28/2030 |
Common Stock |
11081 |
|
11081 |
D |
|
Stock Option (right to buy) |
$5.50 |
|
|
|
|
|
|
(5) |
2/2/2031 |
Common Stock |
12859 |
|
12859 |
D |
|
Stock Option (right to buy) |
$5.50 |
|
|
|
|
|
|
(6) |
3/18/2031 |
Common Stock |
11889 |
|
11889 |
D |
|
Stock Option (right to buy) |
$5.50 |
|
|
|
|
|
|
(7) |
4/12/2031 |
Common Stock |
13509 |
|
13509 |
D |
|
Stock Option (right to buy) |
$5.50 |
|
|
|
|
|
|
(1) |
8/11/2031 |
Common Stock |
17000 |
|
17000 |
D |
|
Stock Option (right to buy) |
$5.50 |
|
|
|
|
|
|
(8) |
8/11/2031 |
Common Stock |
20000 |
|
20000 |
D |
|
Stock Option (right to buy) |
$5.50 |
|
|
|
|
|
|
(9) |
10/27/2031 |
Common Stock |
6569 |
|
6569 |
D |
|
Stock Option (right to buy) |
$5.50 |
|
|
|
|
|
|
(10) |
5/17/2032 |
Common Stock |
250000 |
|
250000 |
D |
|
Warrants (right to buy) |
$8.05 |
|
|
|
|
|
|
(11) |
12/9/2027 |
Common Stock |
104340 |
|
104340 |
D |
|
Stock Option (right to buy) |
$11.55 |
2/16/2023 |
|
A (12) |
|
69760 |
|
(12) |
2/16/2033 |
Common Stock |
69760 |
$0 |
69760 |
D |
|
Explanation of
Responses: |
(1) |
Fully vested. |
(2) |
12,500 shares vest on
8/12/20; the remaining 37,500 shares vest 1/36th per month
thereafter. |
(3) |
5,000 shares vest on
8/12/21; the remaining 15,000 shares vest 1/36th per month
thereafter. |
(4) |
2,770 shares vest on
12/29/21; the remaining 8,311 shares vest 1/36th per month
thereafter. |
(5) |
3,214 shares vest on 2/2/22;
the remaining 9,645 shares vest 1/36th per month
thereafter. |
(6) |
2,972 shares vest on
3/18/22; the remaining 8,917 shares vest 1/36th per month
thereafter. |
(7) |
3,377 shares vest on
4/12/22; the remaining 10,132 shares vest 1/36th per month
thereafter. |
(8) |
5,000 shares vest on
8/11/22; the remaining 15,000 shares vest 1/36th per month
thereafter. |
(9) |
1,642 shares vest on
10/27/22; the remaining 4,927 shares vest 1/36th per month
thereafter. |
(10) |
These shares vest in equal
amounts over fourteen (14) months, beginning June 1,
2022. |
(11) |
Fully
exercisable. |
(12) |
These shares vest in equal
amounts over twelve (12) months, beginning February 16,
2023. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
Sullivan Brian F.
16305 36TH AVENUE NORTH
SUITE 100
MINNEAPOLIS, MN 55446 |
X |
X |
Chief Executive Officer |
|
Signatures
|
/s/ Eric O. Madson as Attorney-in-Fact for Brian
F. Sullivan pursuant to Power of Attorney previously
filed. |
|
2/21/2023 |
**Signature of Reporting
Person |
Date |
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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