FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *

Fogarty Krista
2. Date of Event Requiring Statement (MM/DD/YYYY)
1/19/2022 

3. Issuer Name and Ticker or Trading Symbol

Lipocine Inc. [LPCN]
(Last)        (First)        (Middle)

675 ARAPEEN DRIVE, SUITE 202
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                          _____ 10% Owner
___X___ Officer (give title below)        _____ Other (specify below)
Principal Accounting Officer /
(Street)

SALT LAKE CITY, UT 84092      

(City)              (State)              (Zip)
5. 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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (Right to Buy) 12/7/2022 (1)12/7/2031 Common Stock 46000 $1.12 D  
Stock Option (Right to Buy) 12/15/2021 (2)12/7/2030 Common Stock 46000 $1.37 D  
Stock Option (Right to Buy) 1/28/2021 (3)1/28/2030 Common Stock 26000 $0.458 D  
Stock Option (Right to Buy) 12/4/2019 (4)12/4/2028 Common Stock 5000 $1.46 D  
Stock Option (Right to Buy) 10/22/2019 (5)10/22/2028 Common Stock 15000 $1.13 D  

Explanation of Responses:
(1) Subject to vesting whereby 1/3 of the shares subject to the award will vest on the one year anniversary of December 7, 2022, while the remaining 2/3 of the shares subject to the award will vest monthly on a prorate basis over the following two years.
(2) Subject to vesting whereby 1/3 of the shares subject to the award will vest on the one year anniversary of December 15, 2021, while the remaining 2/3 of the shares subject to the award will vest monthly on a prorate basis over the following two years.
(3) Subject to vesting whereby 1/3 of the shares subject to the award will vest on the one year anniversary of January 28, 2021, while the remaining 2/3 of the shares subject to the award will vest monthly on a prorate basis over the following two years.
(4) Subject to vesting whereby 1/3 of the shares subject to the award will vest on the one year anniversary of December 4, 2019, while the remaining 2/3 of the shares subject to the award will vest monthly on a prorate basis over the following two years.
(5) Subject to vesting whereby 1/3 of the shares subject to the award will vest on the one year anniversary of October 22, 2019, while the remaining 2/3 of the shares subject to the award will vest monthly on a prorate basis over the following two years.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Fogarty Krista
675 ARAPEEN DRIVE, SUITE 202
SALT LAKE CITY, UT 84092


Principal Accounting Officer

Signatures
/s/ Krista Fogarty1/27/2022
**Signature of Reporting PersonDate

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