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).
1. Name and Address of Reporting Person*
Sullivan Brian F.

(Last) (First) (Middle)
16305 36TH AVENUE NORTH
SUITE 100

(Street)
MINNEAPOLIS MN 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 Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
08/20/2024
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)
Code V Amount (A) or (D) Price
Common Stock 08/20/2024 G 189,103 D $0 0 I By Spouse
Common Stock 08/20/2024 G 189,103 A $0 1,342,374 D
Common Stock 908,372 I(1) By Family Trust #1
Common Stock 765,897 I(1) By Family Trust #2
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $8.4 (2) 05/17/2027 Common Stock 21,500 21,500 D
Stock Option (right to buy) $5.5 (2) 09/19/2027 Common Stock 8,220 8,220 D
Stock Option (right to buy) $5.5 (2) 08/13/2028 Common Stock 3,769 3,769 D
Stock Option (right to buy) $5.5 (2) 10/17/2028 Common Stock 14,675 14,675 D
Stock Option (right to buy) $5.5 (2) 08/12/2029 Common Stock 50,000 50,000 D
Stock Option (right to buy) $5.5 (2) 08/12/2029 Common Stock 4,985 4,985 D
Stock Option (right to buy) $5.9 (2) 08/12/2030 Common Stock 20,000 20,000 D
Stock Option (right to buy) $5.9 (2) 08/12/2030 Common Stock 17,281 17,281 D
Stock Option (right to buy) $5.5 (3) 12/28/2030 Common Stock 11,081 11,081 D
Stock Option (right to buy) $5.5 (4) 02/02/2031 Common Stock 12,859 12,859 D
Stock Option (right to buy) $5.5 (5) 03/18/2031 Common Stock 11,889 11,889 D
Stock Option (right to buy) $5.5 (6) 04/12/2031 Common Stock 13,509 13,509 D
Stock Option (right to buy) $5.5 (2) 08/11/2031 Common Stock 17,000 17,000 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 6,569 6,569 D
Stock Option (right to buy) $5.5 (2) 05/17/2032 Common Stock 250,000 250,000 D
Warrants (right to buy) $8.05 (2) 12/09/2027 Common Stock 104,340 104,340 D
Stock Option (right to buy) $11.55 (2) 02/16/2033 Common Stock 69,760 69,760 D
Stock Option (right to buy) $9.89 (9) 08/25/2033 Common Stock 180,000 180,000 D
Stock Option (right to buy) $14.78 (10) 01/02/2034 Common Stock 84,000 84,000 D
Stock Option (right to buy) $17.04 08/20/2024 A 250,000 (11) 08/20/2034 Common Stock 250,000 $0 250,000 D
Stock Option (performance) $17.04 08/20/2024 A 150,000 (12) 08/20/2034 Common Stock 150,000 $0 150,000 D
Explanation of Responses:
1. The Reporting Person holds all voting and dispositive power with respect to the securities held by the trusts and is the beneficial owner of these securities.
2. Fully vested.
3. 2,770 shares vest on 12/29/21; the remaining 8,311 shares vest 1/36th per month thereafter.
4. 3,214 shares vest on 2/2/22; the remaining 9,645 shares vest 1/36th per month thereafter.
5. 2,972 shares vest on 3/18/22; the remaining 8,917 shares vest 1/36th per month thereafter.
6. 3,377 shares vest on 4/12/22; the remaining 10,132 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. 1,642 shares vest on 10/27/22; the remaining 4,927 shares vest 1/36th per month thereafter.
9. 45,000 shares vest on 8/25/24; the remaining 135,000 shares vest 1/36th per month thereafter.
10. 21,000 shares vest on 8/25/24; the remaining 63,000 shares vest 1/36th per month thereafter.
11. 62,500 shares vest on 8/20/25; the remaining 187,500 shares vest 1/36th per month thereafter.
12. Option vests in 1/4th increments upon Celcuity's common stock achieving certain stock price performance milestones.
/s/ Liz Dunshee as Attorney-in-Fact for Brian F. Sullivan pursuant to Power of Attorney previously filed. 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.