Chief Executive Officer Levy Adam R. was granted 26,116 shares and sold $15,828 worth of shares (4,000 units at $3.96), increasing direct ownership by 6% to 382,284 units (SEC Form 4)
$NXGL
Medical/Dental Instruments
Health Care
| 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). | |||||||||||||||||
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
NEXGEL, INC. [ NXGL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/02/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock (restricted stock units) | 01/02/2025 | A | 26,116 | A(1) | $0 | 386,284 | D | |||
| Common Stock | 01/02/2025 | S | 4,000(2) | D | $3.9569(3) | 382,284 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Options (right to buy) | $3.829 | 01/02/2025 | A | 150,000 | (4) | 01/02/2030 | Common Stock | 150,000 | $0 | 150,000 | D | ||||
| Explanation of Responses: |
| 1. The restricted stock units were granted to the Reporting Person in connection with his 2025 executive employment agreement with the Issuer. The restricted stock units vest in twelve equal monthly installments (subject to any rounding adjustments) during the term of the Levy Employment Agreement with the first installment vesting on January 2, 2025 provided the Reporting Person is employed on the applicable vesting date by the Issuer. |
| 2. The Reporting Person sold these shares pursuant to a Rule 10b5-1 trading plan instituted for tax planning purposes. The shares were originally acquired by the Reporting Person from the Issuer on October 15, 2019 and were not purchased in the recent registered direct offerings of the Issuer. |
| 3. Represents the weighted average of open market sale transactions ranging from $3.61 to $4.42 per share. The Reporting Person undertakes to provide full information regarding the number of shares sold at each separate price sold if requested by the Securities and Exchange Commission Staff, the Issuer or a security holder of the Issuer. |
| 4. The stock options were granted to the Reporting Person in connection with his 2025 executive employment agreement with the Issuer. The stock options vest as follows: 37,500 shares of Common Stock on December 31, 2025, 2026, 2027 and 2028, respectively, provided the Reporting Person is employed on the applicable vesting date by the Issuer. |
| /s/ Adam R. Levy | 01/06/2025 | |
| ** 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 Number. | ||