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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Kaufman Jonathan H

(Last)

(First)

(Middle)

C/O LIPELLA PHARMACEUTICALS INC.

7800 SUSQUEHANNA ST., SUITE 505

(Street)

PITTSBURGH

15208

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LIPELLA PHARMACEUTICALS INC. [ LIPO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	See remarks below.

3. Date of Earliest Transaction (Month/Day/Year)
01/15/2025

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)

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)
Series C Voting Convertible Preferred Stock⁽¹⁾	$1	01/15/2025⁽²⁾		J⁽¹⁾⁽²⁾			303,041⁽²⁾	01/15/2025	⁽³⁾	Common Stock	303,041	$0⁽¹⁾	0	I	By Self as proxy and power of attorney for Spartan and an Affiliate (each as defined below)⁽¹⁾
Common Stock Purchase Warrants⁽¹⁾	$1	01/15/2025⁽²⁾		J⁽¹⁾⁽²⁾			85,421⁽²⁾	12/27/2024	12/27/2029	Common Stock	85,421	$0⁽¹⁾	0	I	By Self as proxy and power of attorney for Spartan⁽¹⁾
Common Stock Purchase Warrants⁽¹⁾	$1	01/15/2025⁽²⁾		J⁽¹⁾⁽²⁾			11,795⁽²⁾	12/31/2024	12/31/2029	Common Stock	11,795	$0⁽¹⁾	0	I	By Self as proxy and power of attorney for Spartan⁽¹⁾

Explanation of Responses:

1. Such Series C Voting Convertible Preferred Stock, par value $0.0001 per share ("Preferred Stock"), and the common stock, par value $0.0001 per share, of the issuer ("Common Stock"), issuable upon conversion of Preferred Stock ("Conversion Shares") and exercise of the Common Stock purchase warrants (the "Warrant Shares", and collectively with the Preferred Stock and Conversion Shares, "Securities") were subject to an irrevocable proxy and power of attorney, effective December 20, 2024, between the reporting person and Spartan Capital Securities, LLC ("Spartan"), pursuant to which the reporting person had voting power over all Securities held by Spartan and its Affiliates (defined under Rule 405 of the Securities Act of 1933, as amended) or any person or entity acting as a group therewith ("Proxy and POA").

2. Upon the effectiveness of a registration statement registering the Securities as of January 15, 2025, such voting power granted to the reporting person by Spartan and such Affiliates was terminated. Please see the Proxy and POA attached as Exhibit 24 to the Form 4 filed by the reporting person with the U.S. Securities and Exchange Commission on January 3, 2025.

3. The conversion rights of the Preferred Stock do not expire.

Remarks:

President, Chief Executive Officer, Secretary, Treasurer, and Chairman of the Board of Directors.

	/s/ Jonathan H. Kaufman	01/17/2025
	** 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.

SEC Form 4 filed by Officer Kaufman Jonathan H