Sec Form 4 Filing - Buller Richard E @ Celcuity Inc. - 2022-05-17

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 Buller Richard E 2. Issuer Name and Ticker or Trading Symbol Celcuity Inc. [ CELC] 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) 16305 36TH AVENUE NORTH, SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 05/17/2022 (Street) MINNEAPOLIS, MN55446 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 05/17/2022 A 3,273( 1 ) A $ 0 11,798 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) $ 10.68 05/17/2022 D 4,555 ( 2 ) 12/03/2029 Common Stock 4,555 ( 4 ) 0 D Stock Option (right to buy) $ 5.5 05/17/2022 A 4,555 ( 2 ) 12/03/2029 Common Stock 4,555 ( 4 ) 4,555 D Stock Option (right to buy) $ 26.99 05/17/2022 D 2,310 ( 2 ) 05/12/2031 Common Stock 2,310 ( 4 ) 0 D Stock Option (right to buy) $ 5.5 05/17/2022 A 2,310 ( 2 ) 05/12/2031 Common Stock 2,310 ( 4 ) 2,310 D Stock Option (right to buy) $ 5.1 ( 2 ) 05/14/2030 Common Stock 12,654 12,654 D Stock Option (right to buy) $ 5.5 05/17/2022 A 19,558 ( 3 ) 05/17/2032 Common Stock 19,558 $ 0 19,558 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Buller Richard E 16305 36TH AVENUE NORTH SUITE 100 MINNEAPOLIS, MN55446 X Signatures /s/ Eric O. Madson as Attorney-in-Fact for Richard E. Buller pursuant to Power of Attorney previously filed. 05/19/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents 3,273 shares of restricted stock for which risks of forfeiture lapse on April 30, 2023, or if earlier, the date of the Company's 2023 Annual Meeting of Stockholders. ( 2 )100% vested. ( 3 )This Option will vest and become exercisable on April 30, 2023, or if earlier, the date of the Company's 2023 Annual Meeting of Stockholders. ( 4 )The transactions reported herein reflect a one-time stock option repricing (the "Option Repricing") effective on May 17, 2022 and are being reported in this manner solely to comply with the technical reporting requirements under Section 16(a) of the Securities Exchange Act of 1934. Pursuant to the Option Repricing, the exercise price of the Stock Option has been amended to reduce such exercise price to $5.50 per share, the closing price of the issuer's common stock on The Nasdaq Capital Market as of the date of such repricing. There have been no other changes to the terms of the Stock Option.

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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