Sec Form 3 Filing - GOODNIGHT JAMES H @ Novan, Inc. - 2018-01-09

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 GOODNIGHT JAMES H 2. Issuer Name and Ticker or Trading Symbol Novan, Inc. [ NOVN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 100 SAS CAMPUS DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 01/09/2018 (Street) CARY, NC27513 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 Common Stock 2,429,149 I See Footnotes ( 1 ) ( 2 )

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 Warrant $ 4.66 ( 3 ) 01/09/2022 Common Stock 2,429,149 I See Footnotes ( 2 ) ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GOODNIGHT JAMES H 100 SAS CAMPUS DRIVE CARY, NC27513 X James H. Goodnight Management Trust 100 SAS CAMPUS DRIVE CARY, NC27513 X Signatures /s/ James H. Goodnight 01/23/2018 Signature of Reporting Person Date /s/ James H. Goodnight, Trustee 01/23/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents a pro rata portion of the 3,947,368 shares of common stock, par value $0.0001 per share ("Common Stock"), of Novan, Inc. (the "Issuer") directly owned by Reedy Creek Investments LLC ("Reedy Creek"). The James H. Goodnight Management Trust (the "Trust") owns a majority of the equity interests and has the right to appoint a majority of the members of the board of managers of Reedy Creek, and James H. Goodnight is the sole trustee of the Trust. In such capacities, each of the Trust and Dr. Goodnight may be deemed to beneficially own 2,429,149 shares of Common Stock of the Issuer, representing a pro rata portion of the shares of Common Stock of the Issuer directly owned by Reedy Creek. ( 2 )This report on Form 3 is jointly filed by the Trust and Dr. Goodnight (the "Reporting Persons"). Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the reporting persons is a beneficial owner of such securities for the purposes of Section 16 of the Exchange Act, or for any other purposes. ( 3 )These warrants to purchase shares of Common Stock of the Issuer (the "Warrants") may be exercised at any time prior to the expiration date. ( 4 )Represents a pro rata portion of the 3,947,368 Warrants directly owned by Reedy Creek. In their respective capacities as owner of a majority of the equity interests in Reedy Creek and sole trustee of the Trust, each of the Trust and Dr. Goodnight may be deemed to beneficially own 2,429,149 Warrants, representing a pro rata portion of the Warrants directly owned by Reedy Creek.

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).

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