SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Sullivan Brian F.

(Last)

(First)

(Middle)

16305 36TH AVENUE NORTH

SUITE 100

(Street)

MINNEAPOLIS

55446

(City)

(State)

(Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/09/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	12/09/2022		P⁽¹⁾		260,869⁽¹⁾	A	$5.75	3,016,643	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$8.4							⁽²⁾	05/17/2027	Common Stock	21,500		21,500	D
Stock Option (right to buy)	$5.5							⁽²⁾	09/19/2027	Common Stock	8,220		8,220	D
Stock Option (right to buy)	$5.5							⁽²⁾	08/13/2028	Common Stock	3,769		3,769	D
Stock Option (right to buy)	$5.5							⁽²⁾	10/17/2028	Common Stock	14,675		14,675	D
Stock Option (right to buy)	$5.5							⁽³⁾	08/12/2029	Common Stock	50,000		50,000	D
Stock Option (right to buy)	$5.5							⁽²⁾	08/12/2029	Common Stock	4,985		4,985	D
Stock Option (right to buy)	$5.9							⁽⁴⁾	08/12/2030	Common Stock	20,000		20,000	D
Stock Option (right to buy)	$5.9							⁽²⁾	08/12/2030	Common Stock	17,281		17,281	D
Stock Option (right to buy)	$5.5							⁽⁵⁾	12/28/2030	Common Stock	11,081		11,081	D
Stock Option (right to buy)	$5.5							⁽⁶⁾	02/02/2031	Common Stock	12,859		12,859	D
Stock Option (right to buy)	$5.5							⁽⁷⁾	03/18/2031	Common Stock	11,889		11,889	D
Stock Option (right to buy)	$5.5							⁽⁸⁾	04/12/2031	Common Stock	13,509		13,509	D
Stock Option (right to buy)	$5.5							⁽²⁾	08/11/2031	Common Stock	17,000		17,000	D
Stock Option (right to buy)	$5.5							⁽⁹⁾	08/11/2031	Common Stock	20,000		20,000	D
Stock Option (right to buy)	$5.5							⁽¹⁰⁾	10/27/2031	Common Stock	6,569		6,569	D
Stock Option (Right to Buy)	$5.5							⁽¹¹⁾	05/17/2032	Common Stock	250,000		250,000	D
Warrants (right to buy)	$80.5	12/09/2022		D⁽¹²⁾			10,434	⁽¹²⁾	⁽¹²⁾	Series A Preferred Stock	10,434	$0	0	D
Warrants (right to buy)	$8.05	12/09/2022		A⁽¹³⁾		104,340		⁽¹³⁾	12/09/2027	Common Stock	104,340	$0	104,340	D
Common Stock (right to buy)	$5.75	12/09/2022		D⁽¹⁴⁾			260,869	⁽¹⁴⁾	⁽¹⁴⁾	Common Stock	260,869	$0	0	D

Explanation of Responses:

1. Acquired pursuant to a securities purchase agreement entered into with the Company on May 15, 2022.

2. Fully vested.

3. 12,500 shares vest on 8/12/20; the remaining 37,500 shares vest 1/36th per month thereafter.

4. 5,000 shares vest on 8/12/21; the remaining 15,000 shares vest 1/36th per month thereafter.

5. 2,770 shares vest on 12/29/21; the remaining 8,311 shares vest 1/36th per month thereafter.

6. 3,214 shares vest on 2/2/22; the remaining 9,645 shares vest 1/36th per month thereafter.

7. 2,972 shares vest on 3/18/22; the remaining 8,917 shares vest 1/36th per month thereafter.

8. 3,377 shares vest on 4/12/22; the remaining 10,132 shares vest 1/36th per month thereafter.

9. 5,000 shares vest on 8/11/22; the remaining 15,000 shares vest 1/36th per month thereafter.

10. 1,642 shares vest on 10/27/22; the remaining 4,927 shares vest 1/36th per month thereafter.

11. These shares vest in equal amounts over fourteen (14) months, beginning June 1, 2022.

12. To comply with the technical reporting requirements under Section 16(a) of the Securities Exchange Act of 1934, the security was initially reported as the right to acquire warrants to purchase 10,434 shares of Series A Preferred Stock at a price per share of $80.50 pursuant to a securities purchase agreement entered into with the Company on May 15, 2022. The Series A Preferred Stock underlying such securities was convertible into 104,340 shares of common stock. The transactions contemplated by the securities purchase agreement closed on the reported Transaction Date.

13. Acquired pursuant to a securities purchase agreement entered into with the Company on May 15, 2022. The issued warrants on the transaction date provide the right to purchase 104,340 shares of common stock at a price per share of $8.05 instead of 10,434 shares of Series A Preferred Stock at a price per share of $80.50 as noted in Note 11 above due the occurrence of a specified event provided in the securities purchase agreement.

14. To comply with the technical reporting requirements under Section 16(a) of the Securities Exchange Act of 1934, the security was initially reported as the right to acquire shares of common stock pursuant to a securities purchase agreement entered into with the Company on May 15, 2022. The transactions contemplated by the securities purchase agreement closed on the reported Transaction Date.

	/s/ Eric O. Madson as Attorney-in-Fact for Brian F. Sullivan pursuant to Power of Attorney previously filed.	12/13/2022
	** 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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