SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Patel Mahesh V.

(Last)

(First)

(Middle)

C/O LIPOCINE INC.

675 ARAPEEN DRIVE, SUITE 202

(Street)

SALT LAKE CITY

84108

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/24/2013

3. Issuer Name and Ticker or Trading Symbol
Lipocine Inc. [ MBARD ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	688,920	D
Common Stock	2,192	I	See Footnote⁽¹⁾
Common Stock	186,520	I	See Footnote⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	⁽³⁾	08/13/2020	Common Stock	160,154⁽⁹⁾	$2.81⁽⁹⁾	D
Stock Option (Right to Buy)	⁽⁴⁾⁽⁵⁾	12/17/2020	Common Stock	31,978⁽⁹⁾	$2.81⁽⁹⁾	D
Stock Option (Right to Buy)	⁽⁶⁾	07/11/2021	Common Stock	83,421⁽⁹⁾	$2.81⁽⁹⁾	D
Stock Option (Right to Buy)	⁽⁷⁾	12/16/2021	Common Stock	10,844⁽⁹⁾	$2.81⁽⁹⁾	D
Stock Option (Right to Buy)	⁽⁸⁾	01/31/2023	Common Stock	69,518⁽⁹⁾	$2.81⁽⁹⁾	D

Explanation of Responses:

1. Shares held by spouse. Mr. Patel disclaims beneficial ownership of the shares.

2. The shares are held in trust for Mr. Patel's children. Mr. Patel disclaims beneficial ownership of the shares.

3. These options replaced Mr. Patel's prior stock option grants and were fully vested on the date of grant with a ten year life. Note: a portion of this option grant has been exercised and has been issued as Lipocine Series B Common Stock. The number of shares in Column 3 represents the full amount of the option grant, as adjusted for the merger, and not the balance of shares following the exercise.

4. Vesting of these stock options were originally solely subject to the achievement of certain milestones related to the successful development of our product candidates. The stock options would vest on December 31st of the calendar year in which the specific milestone is accomplished as determined by the Board of Directors or on June 30, 2014, for any milestone accomplished prior to that date in 2014. Any shares that remained unvested as of June 30, 2014, would expire unless extended by our Board of Directors. Based upon milestones achieved in 2011, the Board of Directors determined that for 2011, 10% of such stock options had vested as of December 31, 2011.(Continued in footnote 5)

5. No milestones were achieved in 2012. In January 2013, the vesting of these stock options was modified such that the stock options will vest as follows: (i) 100% upon first dosing in the pivotal clinical study for LPCN 1021, or (ii) 50% of the unvested portion on January 31, 2014, and 50% of the remaining unvested portion on January 31, 2015. In addition, the option expiration date was extended to the 10 year anniversary of the date of grant.

6. These options were fully vested on the date of grant.

7. Vesting of these stock options were originally solely subject to the achievement of certain milestones related to the successful development of our product candidates. Based upon milestones achieved in 2012, the Board of Directors determined that for 2012, 30% of such options had vested as of December 31, 2012. In January 2013, the vesting of these stock options were modified such that the stock options will vest as follows: (i) 100% upon first dosing in the pivotal clinical study for LPCN 1021, or (ii) 50% of the remaining unvested potion on January 31, 2014, and 50% of the remaining unvested portion on January 31, 2015.

8. These stock options vest over a three-year period commencing January 1, 2013, with 1/36th of the shares vesting on a monthly basis.

9. Reflects a 1-for-3.596186 exchange for shares pursuant to the reverse merger which took place on July 24, 2013.

Remarks:

President and Chief Executive Officer

	/s/ Mahesh V. Patel	07/31/2013
	** 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 5 (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.
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