Sec Form 3 Filing - Battleman David S. @ LIPELLA PHARMACEUTICALS INC - 2022-12-19

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Battleman David S. 2. Issuer Name and Ticker or Trading Symbol LIPELLA PHARMACEUTICALS INC [ LIPO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O LIPELLA PHARMACEUTICALS INC., 7800 SUSQUEHANNA ST., SUITE 505 3. Date of Earliest Transaction (MM/DD/YY) 12/19/2022 (Street) PITTSBURGH, PA15208 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Options $ 1.25 10/14/2015 10/14/2025 Common Stock 40,000( 1 ) D Stock Options $ 1.25 10/12/2017 10/12/2027 Common Stock 10,000( 2 ) D Stock Options $ 3.75 05/18/2020 05/18/2030 Common Stock 10,000( 3 ) D Stock Options $ 5 03/01/2021 03/01/2031 Common Stock 10,000( 4 ) D Stock Options $ 5 03/31/2021 03/31/2031 Common Stock 34,000( 5 ) D Stock Options $ 5 09/03/2021 09/03/2031 Common Stock 10,000( 6 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Battleman David S. C/O LIPELLA PHARMACEUTICALS INC. 7800 SUSQUEHANNA ST., SUITE 505 PITTSBURGH, PA15208 X Signatures /s/ David S. Battleman 01/03/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Number of shares of Common Stock beneficially owned consists of 40,000 shares of Common Stock issuable upon the exercise of stock options held by the Reporting Person, which are exercisable for shares of Common Stock at a price of $1.25 per share. ( 2 )Number of shares of Common Stock beneficially owned consists of 10,000 shares of Common Stock issuable upon the exercise of stock options held by the Reporting Person, which are exercisable for shares of Common Stock at a price of $1.25 per share. ( 3 )Number of shares of Common Stock beneficially owned consists of 10,000 shares of Common Stock issuable upon the exercise of stock options held by the Reporting Person, which are exercisable for shares of Common Stock at a price of $3.75 per share. ( 4 )Number of shares of Common Stock beneficially owned consists of 10,000 shares of Common Stock issuable upon the exercise of stock options held by the Reporting Person, which are exercisable for shares of Common Stock at a price of $5.00 per share. ( 5 )Number of shares of Common Stock beneficially owned consists of 34,000 shares of Common Stock issuable upon the exercise of stock options held by the Reporting Person, which are exercisable for shares of Common Stock at a price of $5.00 per share. ( 6 )Number of shares of Common Stock beneficially owned consists of 10,000 shares of Common Stock issuable upon the exercise of stock options held by the Reporting Person, which are exercisable for shares of Common Stock at a price of $5.00 per share.

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).

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