Sec Form 4 Filing - Levy Adam R. @ NEXGEL, INC. - 2020-02-17

FORM 4 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 Levy Adam R. 2. Issuer Name and Ticker or Trading Symbol NEXGEL, INC. [ NONE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO & CFO (Last) (First) (Middle) C/O NEXGEL, INC., 2150 CABOT BLVD, WEST, SUITE B 3. Date of Earliest Transaction (MM/DD/YY) 02/17/2020 (Street) LANGHORNE, PA19047 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 Restricted Stock Award (Common Stock) 02/17/2020 A( 1 ) 5,928,571 A $ 0 ( 1 ) 5,928,571 D Common Stock 05/29/2020 J( 2 ) 1,546,875 A $ 0.04 ( 2 ) 1,554,875 D

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Levy Adam R. C/O NEXGEL, INC. 2150 CABOT BLVD, WEST, SUITE B LANGHORNE, PA19047 CEO & CFO Signatures /s/ Adam Levy 06/09/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On February 17, 2020 and in consideration of the Reporting Person's service as the Issuer's Chief Executive Officer and Chief Financial Officer, the Issuer granted the Reporting Person a restricted stock award of 5,928,571 shares of the Issuer's common stock with the following vesting terms: (i) 3/12th of such shares vested as of February 17, 2020; (ii) 1/12th of such shares vest on each of the eight months following February 17, 2020 and (iii) all remaining shares vest on September 10, 2020. This award was reported in the Issuer's Form 10-Q for the period ended March 31, 2020. ( 2 )On May 29, 2020, the Reporting Person received 1,546,875 shares of the Issuer's common stock as a result of the Issuer's purchase of all of the membership interests of Sport Defense LLC ("Sport Defense"). The Reporting Person was a member of Sport Defense and the Sport Defense acquisition is more fully described in the Current Report on Form 8-K which the Issuer filed with the Securities and Exchange Commission on May 29, 2020. All 1,546,875 shares of common stock are "restricted securities" as defined by the Securities Act of 1933, as amended.

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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