Ownership Submission
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FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549STATEMENT OF CHANGES IN 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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OMB APPROVAL
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OMB Number:3235-0287Expires:January 31, 2005Estimated average burden hours per response...0.5
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1. Name and Address of Reporting Person *
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Laing Lance G.
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2. Issuer Name and Ticker or Trading Symbol
Celcuity Inc. [CELC]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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__X__ Director
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_____ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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Chief Science Officer /
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(Last)
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(First)
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(Middle)
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16305 36TH AVENUE N. , SUITE 100
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3. Date of Earliest Transaction (Month/Day/Year)
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(Street)
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MINNEAPOLIS
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MN
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55446
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4. If Amendment, Date Original Filed(Month/Day/Year)
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6. Individual or Join/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code
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4. Securities Acquired (A) or Disposed of (D)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
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6. Ownership Form: Direct (D) or Indirect (I)
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7. Nature of Indirect Beneficial Ownership
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
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8. Price of Derivative Security
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
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11. Nature of Indirect Beneficial Ownership
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expriation Date
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Title
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Amount or Number of Shares
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Laing Lance G.
16305 36TH AVENUE N.
SUITE 100
MINNEAPOLIS, MN55446
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X
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Chief Science Officer
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Signatures
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/s/ Liz Dunshee as Attorney-in-Fact for Lance G. Laing pursuant to Power of Attorney filed herewith.
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2024-08-22
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**Signature of Reporting Person
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Date
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Explanation of Responses:
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(*)
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If the form is filed by more than one reporting person, see Instruction 5(b)(v).
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(**)
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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(1)
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Fully vested.
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(2)
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692 shares vest on 12/29/21; the remaining 2,079 shares vest 1/36th per month thereafter.
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(3)
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803 shares vest on 2/2/22; the remaining 2,412 shares vest 1/36th per month thereafter.
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(4)
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743 shares vest on 3/18/22; the remaining 2,230 shares vest 1/36th per month thereafter.
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(5)
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1,689 shares vest on 4/12/22; the remaining 5,065 shares vest 1/36th per month thereafter.
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(6)
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5,000 shares vest on 8/11/22; the remaining 15,000 shares vest 1/36th per month thereafter.
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(7)
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469 shares vest on 10/27/22; the remaining 1,408 shares vest 1/36th per month thereafter.
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(8)
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These shares vest in equal amounts on the last day of each month over seventeen (17) months, beginning August 31, 2023.
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(9)
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31,250 shares vest on 8/25/24; the remaining 93,750 shares vest 1/36th per month thereafter.
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(10)
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These shares vest in equal amounts on the first day of each month over twelve (12) months, beginning March 1, 2024.
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(11)
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25,000 shares vest on 8/20/25; the remaining 75,000 shares vest 1/36th per month thereafter.
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Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Celcuity Inc.