| 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). | |||||||||||||||||
| 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
Celcuity Inc. [ CELC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/20/2024 | ||||||||||||||||||||||||||
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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 | 1,250,000 | 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 Option (right to buy) | $8.4 | (1) | 05/17/2027 | Common Stock | 16,125 | 16,125 | D | ||||||||
| Stock Option (right to buy) | $5.5 | (1) | 09/19/2027 | Common Stock | 4,110 | 4,110 | D | ||||||||
| Stock Option (right to buy) | $5.5 | (1) | 10/17/2028 | Common Stock | 1,834 | 1,834 | D | ||||||||
| Stock Option (right to buy) | $5.5 | (1) | 08/12/2029 | Common Stock | 50,000 | 50,000 | D | ||||||||
| Stock Option (right to buy) | $5.9 | (1) | 08/12/2030 | Common Stock | 20,000 | 20,000 | D | ||||||||
| Stock Option (right to buy) | $5.5 | (2) | 12/28/2030 | Common Stock | 2,771 | 2,771 | D | ||||||||
| Stock Option (right to buy) | $5.5 | (3) | 02/02/2031 | Common Stock | 3,215 | 3,215 | D | ||||||||
| Stock Option (right to buy) | $5.5 | (4) | 03/18/2031 | Common Stock | 2,973 | 2,973 | D | ||||||||
| Stock Option (right to buy) | $5.5 | (5) | 04/12/2031 | Common Stock | 6,754 | 6,754 | D | ||||||||
| Stock Option (right to buy) | $5.5 | (6) | 08/11/2031 | Common Stock | 20,000 | 20,000 | D | ||||||||
| Stock Option (right to buy) | $5.5 | (7) | 10/27/2031 | Common Stock | 1,877 | 1,877 | D | ||||||||
| Stock Option (right to buy) | $5.5 | (1) | 05/17/2032 | Common Stock | 38,412 | 38,412 | D | ||||||||
| Stock Option (right to buy) | $11.55 | (1) | 02/16/2033 | Common Stock | 9,156 | 9,156 | D | ||||||||
| Stock Option (right to buy) | $9.89 | (8) | 08/25/2033 | Common Stock | 21,250 | 21,250 | D | ||||||||
| Stock Option (right to buy) | $9.89 | (9) | 08/25/2033 | Common Stock | 125,000 | 125,000 | D | ||||||||
| Stock Option (right to buy) | $15.03 | (10) | 02/13/2034 | Common Stock | 7,765 | 7,765 | D | ||||||||
| Stock Option (right to buy) | $17.04 | 08/20/2024 | A | 100,000 | (11) | 08/20/2034 | Common Stock | 100,000 | $0 | 100,000 | D | ||||
| Explanation of Responses: |
| 1. Fully vested. |
| 2. 692 shares vest on 12/29/21; the remaining 2,079 shares vest 1/36th per month thereafter. |
| 3. 803 shares vest on 2/2/22; the remaining 2,412 shares vest 1/36th per month thereafter. |
| 4. 743 shares vest on 3/18/22; the remaining 2,230 shares vest 1/36th per month thereafter. |
| 5. 1,689 shares vest on 4/12/22; the remaining 5,065 shares vest 1/36th per month thereafter. |
| 6. 5,000 shares vest on 8/11/22; the remaining 15,000 shares vest 1/36th per month thereafter. |
| 7. 469 shares vest on 10/27/22; the remaining 1,408 shares vest 1/36th per month thereafter. |
| 8. These shares vest in equal amounts on the last day of each month over seventeen (17) months, beginning August 31, 2023. |
| 9. 31,250 shares vest on 8/25/24; the remaining 93,750 shares vest 1/36th per month thereafter. |
| 10. These shares vest in equal amounts on the first day of each month over twelve (12) months, beginning March 1, 2024. |
| 11. 25,000 shares vest on 8/20/25; the remaining 75,000 shares vest 1/36th per month thereafter. |
| /s/ Liz Dunshee as Attorney-in-Fact for Lance G. Laing pursuant to Power of Attorney filed herewith. | 08/22/2024 | |
| ** 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. | ||