Statement of Changes in Beneficial Ownership (4)
February 21 2023 - 04:26PM
Edgar (US Regulatory)
FORM 4
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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
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OMB APPROVAL
OMB Number:
3235-0287
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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
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1. Name and Address of Reporting Person
*
Sullivan Brian F. |
2. Issuer Name and Ticker or Trading Symbol
Celcuity Inc.
[
CELC
]
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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)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | | | | | | | | 3016643 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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
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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 |
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Signatures
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/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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