SEC FORM 4

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).

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^*

Laing Lance G.

(Last)

(First)

(Middle)

16305 36TH AVENUE N.

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	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Science Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2024

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								1,250,000	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							⁽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							⁽²⁾	08/12/2030	Common Stock	20,000		20,000	D
Stock Option (right to buy)	$5.5							⁽³⁾	12/28/2030	Common Stock	2,771		2,771	D
Stock Option (right to buy)	$5.5							⁽⁴⁾	02/02/2031	Common Stock	3,215		3,215	D
Stock Option (right to buy)	$5.5							⁽⁵⁾	03/18/2031	Common Stock	2,973		2,973	D
Stock Option (right to buy)	$5.5							⁽⁶⁾	04/12/2031	Common Stock	6,754		6,754	D
Stock Option (right to buy)	$5.5							⁽⁷⁾	08/11/2031	Common Stock	20,000		20,000	D
Stock Option (right to buy)	$5.5							⁽⁸⁾	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							⁽⁹⁾	08/25/2033	Common Stock	21,250		21,250	D
Stock Option (right to buy)	$9.89							⁽¹⁰⁾	08/25/2033	Common Stock	125,000		125,000	D
Stock Option (right to buy)	$15.03	02/13/2024		A		7,765		⁽¹¹⁾	02/13/2034	Common Stock	7,765	$0	7,765	D

Explanation of Responses:

1. Fully vested.

2. 5,000 shares vest on 8/12/21; the remaining 15,000 shares vest 1/36th per month thereafter.

3. 692 shares vest on 12/29/21; the remaining 2,079 shares vest 1/36th per month thereafter.

4. 803 shares vest on 2/2/22; the remaining 2,412 shares vest 1/36th per month thereafter.

5. 743 shares vest on 3/18/22; the remaining 2,230 shares vest 1/36th per month thereafter.

6. 1,689 shares vest on 4/12/22; the remaining 5,065 shares vest 1/36th per month thereafter.

7. 5,000 shares vest on 8/11/22; the remaining 15,000 shares vest 1/36th per month thereafter.

8. 469 shares vest on 10/27/22; the remaining 1,408 shares vest 1/36th per month thereafter.

9. These shares vest in equal amounts on the last day of each month over seventeen (17) months, beginning August 31, 2023.

10. 31,250 shares vest on 8/25/24; the remaining 93,750 shares vest 1/36th per month thereafter.

11. These shares vest in equal amounts on the first day of each month over twelve (12) months, beginning March 1, 2024.

	/s/ Eric O. Madson as Attorney-in-Fact for Lance G. Laing pursuant to Power of Attorney previously filed.	02/15/2024
	** 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.

SEC Form 4 filed by Laing Lance G.