Statement of Changes in Beneficial Ownership (4)

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	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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
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
Reporting Owner Name / Address	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).
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