Form 4 Celcuity Inc. For: May 17 Filed by: Dalvey David

May 19, 2022 8:41 PM EDT

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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 *
Dalvey David

(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
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/17/2022
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               250,000 I By Brightstone Venture Capital Fund, LP (1)
Common Stock               9,325 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 Option (right to buy) $ 16.23 05/17/2022   D     8,200   (2) 10/19/2027 Common Stock 8,200 (3) 0 D  
Stock Option (right to buy) $ 5.5 05/17/2022   A   8,200     (2) 10/19/2027 Common Stock 8,200 (3) 8,200 D  
Stock Option (right to buy) $ 19.45 05/17/2022   D     3,201   (2) 05/14/2028 Common Stock $ 3,201 (3) 0 D  
Stock Option (right to buy) $ 5.5 05/17/2022   A   3,201     (2) 05/14/2028 Common Stock 3,201 (3) 3,201 D  
Stock Option (right to buy) $ 22.45 05/17/2022   D     5,054   (2) 05/16/2029 Common Stock 5,054 (3) 0 D  
Stock Option (right to buy) $ 5.5 05/17/2022   A   5,054     (2) 05/16/2029 Common Stock 5,054 (3) 5,054 D  
Stock Option (right to buy) $ 5.1               (2) 05/14/2030 Common Stock 12,654   12,654 D  
Stock Option (right to buy) $ 26.99 05/17/2022   D     2,310   (2) 05/12/2031 Common Stock 2,310 (3) 0 D  
Stock Option (right to buy) $ 5.5 05/17/2022   A   2,310     (2) 05/12/2031 Common Stock 2,310 (3) 2,310 D  
Stock Option (right to buy) $ 5.5 05/17/2022   A   24,449     (4) 05/17/2032 Common Stock 24,449 $ 0 24,449 D  
Explanation of Responses:
1. The Reporting Person is the General Partner of Brightstone Venture Capital Fund, LP.
2. 100% vested.
3. The transactions reported herein reflect a one-time stock option repricing (the "Option Repricing") effective on May 17, 2022 and are being reported in this manner solely to comply with the technical reporting requirements under Section 16(a) of the Securities Exchange Act of 1934. Pursuant to the Option Repricing, the exercise price of the Stock Option has been amended to reduce such exercise price to $5.50 per share, the closing price of the issuer's common stock on The Nasdaq Capital Market as of the date of such repricing. There have been no other changes to the terms of the Stock Option.
4. This Option will vest and become exercisable on April 30, 2023, or if earlier, the date of the Company's 2023 Annual Meeting of Stockholders.
/s/ Eric O. Madson as Attorney-in-Fact for David F. Dalvey pursuant to Power of Attorney previously filed. 05/19/2022
** 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.


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