Sullivan Brian F. Form 4 Celcuity / Brian F. Sullivan 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^*

Sullivan Brian F.

(Last)

(First)

(Middle)

16305 36TH AVENUE NORTH

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

3. Date of Earliest Transaction (Month/Day/Year)
12/27/2023

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	12/27/2023		G		1,733,347⁽¹⁾⁽²⁾	D	$0	1,283,296	D
Common Stock	12/27/2023		G		870,000	A	$0	870,000	I⁽¹⁾	By Spouse
Common Stock	12/27/2023		G		863,347	A	$0	863,347	I⁽²⁾	By Family Trust #1

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							⁽³⁾	05/17/2027	Common Stock	21,500		21,500	D
Stock Option (right to buy)	$5.5							⁽³⁾	09/19/2027	Common Stock	8,220		8,220	D
Stock Option (right to buy)	$5.5							⁽³⁾	08/13/2028	Common Stock	3,769		3,769	D
Stock Option (right to buy)	$5.5							⁽³⁾	10/17/2028	Common Stock	14,675		14,675	D
Stock Option (right to buy)	$5.5							⁽³⁾	08/12/2029	Common Stock	50,000		50,000	D
Stock Option (right to buy)	$5.5							⁽³⁾	08/12/2029	Common Stock	4,985		4,985	D
Stock Option (right to buy)	$5.9							⁽⁴⁾	08/12/2030	Common Stock	20,000		20,000	D
Stock Option (right to buy)	$5.9							⁽³⁾	08/12/2030	Common Stock	17,281		17,281	D
Stock Option (right to buy)	$5.5							⁽⁵⁾	12/28/2030	Common Stock	11,081		11,081	D
Stock Option (right to buy)	$5.5							⁽⁶⁾	02/02/2031	Common Stock	12,859		12,859	D
Stock Option (right to buy)	$5.5							⁽⁷⁾	03/18/2031	Common Stock	11,889		11,889	D
Stock Option (right to buy)	$5.5							⁽⁸⁾	04/12/2031	Common Stock	13,509		13,509	D
Stock Option (right to buy)	$5.5							⁽³⁾	08/11/2031	Common Stock	17,000		17,000	D
Stock Option (right to buy)	$5.5							⁽⁹⁾	08/11/2031	Common Stock	20,000		20,000	D
Stock Option (right to buy)	$5.5							⁽¹⁰⁾	10/27/2031	Common Stock	6,569		6,569	D
Stock Option (right to buy)	$5.5							⁽³⁾	05/17/2032	Common Stock	250,000		250,000	D
Warrants (right to buy)	$8.05							⁽¹¹⁾	12/09/2027	Common Stock	104,340		104,340	D
Stock Option (right to buy)	$11.55							⁽¹²⁾	02/16/2033	Common Stock	69,760		69,760	D
Stock Option (right to buy)	$9.89							⁽¹³⁾	08/25/2033	Common Stock	180,000		180,000	D

Explanation of Responses:

1. 870,000 shares have been gifted to the Reporting Person's spouse for estate planning purposes. The Reporting Person remains the beneficial owner of the securities.

2. 863,347 shares have been gifted to an irrevocable family trust for estate planning purposes. The Reporting Person holds all voting and dispositive power with respect to the securities held by the trust and remains the beneficial owner of such securities.

3. Fully vested.

4. 5,000 shares vest on 8/12/21; the remaining 15,000 shares vest 1/36th per month thereafter.

5. 2,770 shares vest on 12/29/21; the remaining 8,311 shares vest 1/36th per month thereafter.

6. 3,214 shares vest on 2/2/22; the remaining 9,645 shares vest 1/36th per month thereafter.

7. 2,972 shares vest on 3/18/22; the remaining 8,917 shares vest 1/36th per month thereafter.

8. 3,377 shares vest on 4/12/22; the remaining 10,132 shares vest 1/36th per month thereafter.

9. 5,000 shares vest on 8/11/22; the remaining 15,000 shares vest 1/36th per month thereafter.

10. 1,642 shares vest on 10/27/22; the remaining 4,927 shares vest 1/36th per month thereafter.

11. Fully exercisable.

12. These shares vest in equal amounts over twelve (12) months, beginning February 16, 2023.

13. 45,000 shares vest on 8/25/24; the remaining 135,000 shares vest 1/36th per month thereafter.

	/s/ Eric O. Madson as Attorney-in-Fact for Brian F. Sullivan pursuant to Power of Attorney previously filed.	12/28/2023
	** 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.

Sullivan Brian F. Form 4Celcuity / Brian F. Sullivan ownership change