Sec Form 13G Filing - Sullivan Brian F. filing for Celcuity Inc. (CELC) - 2023-02-02

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

 

 

Celcuity Inc.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

     
 

15102K 100

 
 

(CUSIP Number)

 
     
 

December 31, 2022

 
 

(Date of Event Which Requires Filing of this Statement)

 

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

☐  Rule 13d-1(b)

☐  Rule 13d-1(c)

☒  Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

Page 1 of 4 Pages

 

SCHEDULE 13G

CUSIP No. 15102K 100

 

Page 2 of 4 Pages

 

1

names of reporting persons

 
 

Brian F. Sullivan

 

2

check the appropriate box if a member of a group (see instructions)* 

 

(a) ☐

(b) ☐

3

sec use only

 
     

4

citizenship or place of organization

 
 

USA

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5

sole voting power

 
 

3,480,280

 

6

shared voting power

 
 

0

 

7

sole dispositive power

 
 

3,480,280

 

8

shared dispositive power

 
  0

 

9

aggregate amount beneficially owned by each reporting person

 
 

 3,480,280 (1)

 

10

check if the aggregate amount in row (9) excludes certain shares (see instructions)         

 
   

11

percent of class represented by amount in row (9)

 
 

15.7% (2)

 

12

type of reporting person (see instructions)

 
 

IN

 

 

 

(1)

Includes options to acquire 359,297 shares of common stock that have vested or will vest within 60 days of December 31, 2022 and a warrant to purchase 104,340 shares of common stock.

 

 

(2)

Calculated based on 21,667,250 shares of Common Stock issued and outstanding as of December 30, 2022.

 

Page 2 of 4 Pages

 

Item 1(a)

Name of Issuer:

 

Celcuity Inc.

 

Item 1(b)

Address of Issuers Principal Executive Offices:

 

16305 36th Avenue North

Suite 100

Minneapolis, MN 55446

 

Item 2(a)

Name of Person Filing:

 

Brian F. Sullivan

 

Item 2(b)

Address of Principal Business Office or, if None, Residence:

 

16305 36th Avenue North

Suite 100

Minneapolis, MN 55446

 

Item 2(c)

Citizenship:

 

USA

 

Item 2(d)

Title of Class of Securities:

 

Common Stock

 

Item 2(e)

CUSIP Number: 15102K 100

 

Item 3

If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

 

 

(a)

☐       Broker or dealer registered under Section 15 of the Act.

 

(b)

☐       Bank as defined in Section 3(a)(6) of the Act.

 

(c)

☐       Insurance company as defined in Section 3(a)(19) of the Act.

 

(d)

☐       Investment company registered under Section 8 of the Investment Company Act of 1940.

 

(e)

☐       An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E).

 

(f)

☐       An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F).

 

(g)

☐       A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G).

 

(h)

☐       A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.

 

(i)

☐       A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.

 

(j)

☐       A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);

 

(k)

☐       Group, in accordance with § 240.13d-1(b)(1)(ii)(K).

 

Page 3 of 4 Pages

 

If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

 

Item 4

Ownership

 

See Cover Page, Items 5 through 11.

 

Item 5

Ownership of Five Percent or Less of a Class:

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following .

 

Ownership of More than Five Percent on Behalf of Another Person:

Item 6

 

Not applicable.

 

Item 7

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:

 

Not applicable.

 

Item 8

Identification and Classification of Members of the Group:

 

Not applicable.

 

Item 9

Notice of Dissolution of Group:

 

Not applicable.

 

Item 10

Certifications:

 

Not applicable.

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

Dated: January 31, 2023

 

  /s/ Brian F. Sullivan
  Brian F. Sullivan

 

Page 4 of 4 Pages