Lipella Pharmaceuticals (LIPO) Form 4 LIPELLA PHARMACEUTICALS / Jonathan H Kaufman ownership change

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^*

Kaufman Jonathan H

(Last) (First) (Middle)

C/O LIPELLA PHARMACEUTICALS INC.

7800 SUSQUEHANNA ST., SUITE 505

(Street)

PITTSBURGH PA 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)
03/15/2024

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	03/18/2024		P		30,000(1)	A	$0.7883(2)(3)	863,849	D
Common Stock	03/19/2024		P		25,000(4)	A	$0.8721(3)(5)	888,849	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options	$0.77	03/15/2024		A		80,000		03/15/2024	03/15/2034	Common Stock	80,000	$0	80,000	D

Explanation of Responses:

1. Open market purchase by the reporting person of 30,000 shares of common stock, par value $0.0001 per share (the "Common Stock").

2. Reflects the weighted average price of the shares purchased on the open market in multiple transactions on March 18, 2024 at prices ranging from $0.77 to $0.80 per share, inclusive.

3. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of such shares of Common Stock purchased at each separate price within such range.

4. Open market purchase by the reporting person of 25,000 shares of Common Stock.

5. Reflects the weighted average price of the shares of Common Stock purchased on the open market in multiple transactions on March 19, 2024 at prices ranging from $0.75 to $0.89 per share, inclusive.

Remarks:

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

	/s/ Jonathan H. Kaufman	03/19/2024
	** 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.