Sec Form 4 Filing - Patel Mahesh V. @ Lipocine Inc. - 2020-12-04

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 Patel Mahesh V. 2. Issuer Name and Ticker or Trading Symbol Lipocine Inc. [ LPCN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) 675 ARAPEEN DRIVE, SUITE 202 3. Date of Earliest Transaction (MM/DD/YY) 12/04/2020 (Street) SALT LAKE CITY, UT84010 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 12/04/2020 M( 1 ) 145,000 ( 1 ) A $ 0 ( 1 ) 1,118,612 D Common Stock 12/04/2020 S( 2 ) 43,500 ( 2 ) D $ 1.5663 ( 3 ) 1,075,112 D Common Stock 12/05/2020 M( 1 ) 122,978 ( 1 ) A $ 0 ( 1 ) 1,198,090 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 Restricted Stock Unit $ 0 12/04/2020 M 145,000 12/04/2020( 4 ) 12/04/2028( 4 ) Common Stock 145,000 $ 0 145,000 D Restricted Stock Unit $ 0 12/05/2020 M 122,978 12/05/2020 12/05/2029 Common Stock 122,978 $ 0 122,978 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Patel Mahesh V. 675 ARAPEEN DRIVE SUITE 202 SALT LAKE CITY, UT84010 X Chief Executive Officer Signatures /s/Mahesh V Patel 12/08/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares of Lipocine Inc. common stock ("LPCN Common Stock") acquired upon the vesting of restricted stock units. ( 2 )The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan. ( 3 )Represents the weighted average price of shares sold at a price that ranged from $1.53 - $1.60 ( 4 )Subject to vesting whereby 50% of the shares subject to the award will vest on the one year anniversary of December 4, 2019 and the remaining 50% of the shares subject to the award will vest on the two year anniversary of December 4, 2020.

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).

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