Sec Form 3 Filing - HIGUCHI WILLIAM I @ Lipocine Inc. - 2013-07-24

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 HIGUCHI WILLIAM I 2. Issuer Name and Ticker or Trading Symbol Lipocine Inc. [ MBARD] 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 LIPOCINE INC., 675 ARAPEEN DRIVE, SUITE 202 3. Date of Earliest Transaction (MM/DD/YY) 07/24/2013 (Street) SALT LAKE CITY, UT84108 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 891,876 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 Stock Option (Right to Buy) $ 2.81 ( 7 ) ( 1 ) 08/13/2020 Common Stock 63,052 ( 7 ) D Stock Option (Right to Buy) $ 2.81 ( 7 ) ( 2 )( 3 ) 12/17/2020 Common Stock 13,903 ( 7 ) D Stock Option (Right to Buy) $ 2.81 ( 7 ) ( 4 ) 07/11/2021 Common Stock 62,566 ( 7 ) D Stock Option (Right to Buy) $ 2.81 ( 7 ) ( 5 ) 12/16/2021 Common Stock 4,727 ( 7 ) D Stock Option (Right to Buy) $ 2.81 ( 7 ) ( 6 ) 01/31/2023 Common Stock 41,710 ( 7 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HIGUCHI WILLIAM I C/O LIPOCINE INC. 675 ARAPEEN DRIVE, SUITE 202 SALT LAKE CITY, UT84108 X Signatures /s/ William I. Higuchi 07/31/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These options replaced Mr. Higuchi's prior stock option grants and were fully vested on the date of grant with a ten year life. Note: a portion of this option grant has been exercised and has been issued as Lipocine Series B Common Stock. The number of shares in Column 3 represents the full amount of the option grant, as adjusted for the merger, and not the balance of shares following the exercise. ( 2 )Vesting of these stock options were originally solely subject to the achievement of certain milestones related to the successful development of our product candidates. The stock options would vest on December 31st of the calendar year in which the specific milestone is accomplished as determined by the Board of Directors or on June 30, 2014, for any milestone accomplished prior to that date in 2014. Any shares that remained unvested as of June 30, 2014, would expire unless extended by our Board of Directors. Based upon milestones achieved in 2011, the Board of Directors determined that for 2011, 10% of such stock options had vested as of December 31, 2011. (Continued in Footnote 3) ( 3 )No milestones were achieved in 2012. In January 2013, the vesting of these stock options was modified such that the stock options will vest as follows: (i) 100% upon first dosing in the pivotal clinical study for LPCN 1021, or (ii) 50% of the unvested portion on January 31, 2014, and 50% of the remaining unvested portion on January 31, 2015. In addition, the option expiration date was extended to the 10 year anniversary of the date of grant. ( 4 )These options were fully vested on the date of grant. ( 5 )Vesting of these stock options were originally solely subject to the achievement of certain milestones related to the successful development of our product candidates. Based upon milestones achieved in 2012, the Board of Directors determined that for 2012, 30% of such options had vested as of December 31, 2012. In January 2013, the vesting of these stock options were modified such that the stock options will vest as follows: (i) 100% upon first dosing in the pivotal clinical study for LPCN 1021, or (ii) 50% of the remaining unvested potion on January 31, 2014, and 50% of the remaining unvested portion on January 31, 2015. ( 6 )These stock options vest over a three-year period commencing January 1, 2013, with 1/36th of the shares vesting on a monthly basis. ( 7 )Reflects a 1-for-3.596186 exchange for shares pursuant to the reverse merger which took place on July 24, 2013.

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