0001654954-20-001567.txt : 20200214 0001654954-20-001567.hdr.sgml : 20200214 20200214091744 ACCESSION NUMBER: 0001654954-20-001567 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20200214 DATE AS OF CHANGE: 20200214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Celcuity Inc. CENTRAL INDEX KEY: 0001603454 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEDICAL LABORATORIES [8071] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-90376 FILM NUMBER: 20614503 BUSINESS ADDRESS: STREET 1: 16305 36TH AVENUE N STREET 2: SUITE 100 CITY: MINNEAPOLIS STATE: MN ZIP: 55446 BUSINESS PHONE: 763-392-0767 MAIL ADDRESS: STREET 1: 16305 36TH AVENUE N STREET 2: SUITE 100 CITY: MINNEAPOLIS STATE: MN ZIP: 55446 FORMER COMPANY: FORMER CONFORMED NAME: Celcuity LLC DATE OF NAME CHANGE: 20140324 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Sullivan Brian F. CENTRAL INDEX KEY: 0000940454 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: 16305 36TH AVENUE N CITY: MINNEAPOLIS STATE: MN ZIP: 55446 FORMER COMPANY: FORMER CONFORMED NAME: SULLIVAN BRIAN F DATE OF NAME CHANGE: 19950307 SC 13G/A 1 celc_13g.htm PRIMARY DOCUMENT Blueprint
 
 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
 
Celcuity Inc.
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
 
15102K 100
 
 
(CUSIP Number)
 
 
 
December 31, 2019
 
 
(Date of Event Which Requires Filing of this Statement)
 
 
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).
  
 

Page 1 of 5 Pages
 
 
 
SCHEDULE 13G
 
CUSIP No. 15102K 100
 
Page 2 of 5 Pages
 
1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
  Brian F. Sullivan 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)  ☐
(b)  ☐
3.
SEC Use Only
 
4.
Citizenship of Place of Organization
 
USA
Number of Shares
Beneficially
Owned by Each
Reporting  Person
With
5.
Sole Voting Power 
  2,794,154  
6.
Shared Voting Power
  0 
7. 
Sole Dispositive Power 
  2,794,154
8.
Shared Dispositive Power
  0
9.
Aggregate Amount Beneficially Owned by each Reporting Person
  2,794,154
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares  ☐
 
11.
Percent of Class Represented by Amount in Row 9
  27.2%
12.
Type of Reporting Person (See Instructions)
  IN
 
 
 
 
 Item 1(a)
Name of Issuer:
 
Celcuity Inc.
 
Item 1(b)
Address of Issuer’s Principal Executive Offices:
 
16305 36th Avenue North
Suite 100
Minneapolis, MN 55446
 
Item 2(a)
Name of Person Filing:
 
Brian F. Sullivan
 
Item 2(b)
Address of Principal Business Office or, if None, Residence:
 
16305 36th Avenue North
Suite 100
Minneapolis, MN 55446
 
Item 2(c)
Citizenship:
 
USA
 
Item 2(d)
Title of Class of Securities:
 
Common Stock
 
Item 2(e)
CUSIP Number: 15102K 100
 
Item 3 
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:
 
(a) 
 
Broker or dealer registered under Section 15 of the Act.
(b) 
 
Bank as defined in Section 3(a)(6) of the Act.
(c) 
 
Insurance company as defined in Section 3(a)(19) of the Act.
(d) 
 
Investment company registered under Section 8 of the Investment
Company Act of 1940.
(e) 
 
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E).
(f) 
 
An employee benefit plan or endowment fund in accordance with
§ 240.13d-1(b)(1)(ii)(F).
(g) 
 
A parent holding company or control person in accordance with
§ 240.13d-1(b)(1)(ii)(G).
(h) 
 
A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act.
(i) 
 
A church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act.
(j) 
 
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
(k) 
            
Group, in accordance with § 240.13d-1(b)(1)(ii)(K).
 
Page 3 of 5 Pages
 
 
 
If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
 
Item 4    Ownership
 
See Cover Page, Items 5 through 11.
 
Item 5    Ownership of Five Percent or Less of a Class:
 
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    Ownership of More than Five Percent on Behalf of Another Person:
 
Not applicable.
 
Item 7    Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:
 
Not applicable.
 
Item 8    Identification and Classification of Members of the Group:
 
Not applicable.
 
Item 9    Notice of Dissolution of Group:
 
Not applicable.
 
Item 10    Certifications:
 
Not applicable.
 
  Page 4 of 5 Pages
 
 
 
 
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.
 
 

 
 
 
 
 
Date: February 11, 2020
By:  
/s/ Brian F. Sullivan
 
 
 
Brian F. Sullivan  
 
 
 

 
 

 


 
 
 
Page 5 of 5 Pages