Sullivan Brian F. - 09 Dec 2022 Form 4 Insider Report for Celcuity Inc. (CELC)

Role
Chief Executive Officer, Director, 10%+ Owner
Signature
/s/ Eric O. Madson as Attorney-in-Fact for Brian F. Sullivan pursuant to Power of Attorney previously filed.
Issuer symbol
CELC
Transactions as of
09 Dec 2022
Transactions value $
$1,499,997
Form type
4
Filing time
13 Dec 2022, 15:47:42 UTC
Previous filing
19 May 2022
Next filing
21 Feb 2023
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CELC Common Stock Purchase $1.5M +261K +9.47% $5.75 3.02M 09 Dec 2022 Direct F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction CELC Warrants (right to buy) Disposed to Issuer $0 -10.4K -100% $0.00* 0 09 Dec 2022 Series A Preferred Stock 10.4K $80.50 Direct F12
transaction CELC Warrants (right to buy) Award $0 +104K $0.00 104K 09 Dec 2022 Common Stock 104K $8.05 Direct F13
transaction CELC Common Stock (right to buy) Disposed to Issuer $0 -261K -100% $0.00* 0 09 Dec 2022 Common Stock 261K $5.75 Direct F14
holding CELC Stock Option (right to buy) 21.5K 09 Dec 2022 Common Stock 21.5K $8.40 Direct F2
holding CELC Stock Option (right to buy) 8.22K 09 Dec 2022 Common Stock 8.22K $5.50 Direct F2
holding CELC Stock Option (right to buy) 3.77K 09 Dec 2022 Common Stock 3.77K $5.50 Direct F2
holding CELC Stock Option (right to buy) 14.7K 09 Dec 2022 Common Stock 14.7K $5.50 Direct F2
holding CELC Stock Option (right to buy) 50K 09 Dec 2022 Common Stock 50K $5.50 Direct F3
holding CELC Stock Option (right to buy) 4.99K 09 Dec 2022 Common Stock 4.99K $5.50 Direct F2
holding CELC Stock Option (right to buy) 20K 09 Dec 2022 Common Stock 20K $5.90 Direct F4
holding CELC Stock Option (right to buy) 17.3K 09 Dec 2022 Common Stock 17.3K $5.90 Direct F2
holding CELC Stock Option (right to buy) 11.1K 09 Dec 2022 Common Stock 11.1K $5.50 Direct F5
holding CELC Stock Option (right to buy) 12.9K 09 Dec 2022 Common Stock 12.9K $5.50 Direct F6
holding CELC Stock Option (right to buy) 11.9K 09 Dec 2022 Common Stock 11.9K $5.50 Direct F7
holding CELC Stock Option (right to buy) 13.5K 09 Dec 2022 Common Stock 13.5K $5.50 Direct F8
holding CELC Stock Option (right to buy) 17K 09 Dec 2022 Common Stock 17K $5.50 Direct F2
holding CELC Stock Option (right to buy) 20K 09 Dec 2022 Common Stock 20K $5.50 Direct F9
holding CELC Stock Option (right to buy) 6.57K 09 Dec 2022 Common Stock 6.57K $5.50 Direct F10
holding CELC Stock Option (Right to Buy) 250K 09 Dec 2022 Common Stock 250K $5.50 Direct F11
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Acquired pursuant to a securities purchase agreement entered into with the Company on May 15, 2022.
F2 Fully vested.
F3 12,500 shares vest on 8/12/20; the remaining 37,500 shares vest 1/36th per month thereafter.
F4 5,000 shares vest on 8/12/21; the remaining 15,000 shares vest 1/36th per month thereafter.
F5 2,770 shares vest on 12/29/21; the remaining 8,311 shares vest 1/36th per month thereafter.
F6 3,214 shares vest on 2/2/22; the remaining 9,645 shares vest 1/36th per month thereafter.
F7 2,972 shares vest on 3/18/22; the remaining 8,917 shares vest 1/36th per month thereafter.
F8 3,377 shares vest on 4/12/22; the remaining 10,132 shares vest 1/36th per month thereafter.
F9 5,000 shares vest on 8/11/22; the remaining 15,000 shares vest 1/36th per month thereafter.
F10 1,642 shares vest on 10/27/22; the remaining 4,927 shares vest 1/36th per month thereafter.
F11 These shares vest in equal amounts over fourteen (14) months, beginning June 1, 2022.
F12 To comply with the technical reporting requirements under Section 16(a) of the Securities Exchange Act of 1934, the security was initially reported as the right to acquire warrants to purchase 10,434 shares of Series A Preferred Stock at a price per share of $80.50 pursuant to a securities purchase agreement entered into with the Company on May 15, 2022. The Series A Preferred Stock underlying such securities was convertible into 104,340 shares of common stock. The transactions contemplated by the securities purchase agreement closed on the reported Transaction Date.
F13 Acquired pursuant to a securities purchase agreement entered into with the Company on May 15, 2022. The issued warrants on the transaction date provide the right to purchase 104,340 shares of common stock at a price per share of $8.05 instead of 10,434 shares of Series A Preferred Stock at a price per share of $80.50 as noted in Note 11 above due the occurrence of a specified event provided in the securities purchase agreement.
F14 To comply with the technical reporting requirements under Section 16(a) of the Securities Exchange Act of 1934, the security was initially reported as the right to acquire shares of common stock pursuant to a securities purchase agreement entered into with the Company on May 15, 2022. The transactions contemplated by the securities purchase agreement closed on the reported Transaction Date.