Sec Form 3 Filing - Parker Donald R @ 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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Parker Donald R 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) __ 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 Common Stock 3,947,368 I See Footnotes ( 1 ) ( 2 ) Common Stock 5,000 D Common Stock 3,200 I See Footnotes ( 2 ) ( 3 )

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 Exe rcisable Expiration Date Title Amount or Number of Shares Warrant $ 4.66 ( 4 ) 01/09/2022 Common Stock 3,947,368 I See Footnotes ( 2 ) ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Parker Donald R 100 SAS CAMPUS DRIVE CARY, NC27513 X Signatures /s/ Donald R. Parker 01/23/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents 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"). Donald R. Parker is the sole member of the board of managers and the president and chief executive officer, treasurer and chief financial officer of Reedy Creek. Mr. Parker directs the voting and investment activities of Reedy Creek. In such capacity, Mr. Parker may be deemed to beneficially own all of the shares of Common Stock of the Issuer directly owned by Reedy Creek. ( 2 )Mr. Parker 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 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 )Represents 3,200 shares of Common Stock of the Issuer directly owned by minor custodial accounts for which Mr. Parker is the sole custodian. ( 4 )These warrants to purchase 3,947,368 shares of Common Stock of the Issuer (the "Warrants") may be exercised at any time prior to the expiration date. ( 5 )Represents 3,947,368 Warrants directly owned by Reedy Creek. In his capacity as the sole member of the board of managers and the president and chief executive officer, treasurer and chief financial officer of Reedy Creek, Mr. Parker may be deemed to beneficially own 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).

** 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.