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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
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*
Laing Lance G.

(Last) (First) (Middle)
16305 36TH AVENUE N.
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 X 10% Owner
X Officer (give title below) Other (specify below)
Chief Science Officer
3. Date of Earliest Transaction (Month/Day/Year)
02/02/2021
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 1,250,000 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) $8.4 (1) 05/17/2027 Common Stock 16,125 16,125 D
Stock Option (right to buy) $9.5 (1) 09/19/2027 Common Stock 4,110 4,110 D
Stock Option (right to buy) $25.77 (2) 10/17/2028 Common Stock 1,834 1,834 D
Stock Option (right to buy) $19.72 (3) 08/12/2029 Common Stock 50,000 50,000 D
Stock Option (right to buy) $5.9 (4) 08/12/2030 Common Stock 20,000 20,000 D
Stock Option (right to buy) $10.35 (5) 12/28/2030 Common Stock 2,771 2,771 D
Stock Option (right to buy) $14.84 02/02/2021 A 3,215 (6) 02/02/2031 Common Stock 3,215 $0 3,215 D
Explanation of Responses:
1. Fully vested.
2. 458 shares vest on 10/17/19; the remaining 1,376 shares vest 1/36th per month thereafter.
3. 12,500 shares vest on 8/12/20; the remaining 37,500 shares vest 1/36th per month thereafter.
4. 5,000 shares vest on 8/12/21; the remaining 15,000 shares vest 1/36th per month thereafter.
5. 692 shares vest on 12/29/21; the remaining 2,079 shares vest 1/36th per month thereafter.
6. 803 shares vest on 2/2/22; the remaining 2,412 shares vest 1/36th per month thereafter.
Remarks:
/s/ Eric O. Madson as attorney-in-fact for Lance G. Laing pursuant to Power of Attorney previously filed. 02/04/2021
** 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.