SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Hahne Vicky

(Last)

(First)

(Middle)

16305 36TH AVENUE N.

SUITE 100

(Street)

MINNEAPOLIS

55446

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Celcuity Inc. [ CELC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								18,557⁽¹⁾	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$8.4							⁽²⁾	05/17/2027	Common Stock	37,500		37,500	D
Stock Option (right to buy)	$5.5							⁽²⁾	07/05/2028	Common Stock	3,000		3,000	D
Stock Option (right to buy)	$5.5							⁽²⁾	10/17/2028	Common Stock	932		932	D
Stock Option (right to buy)	$5.5							⁽²⁾	08/12/2029	Common Stock	3,000		3,000	D
Stock Option (right to buy)	$5.9							⁽²⁾	08/12/2030	Common Stock	10,000		10,000	D
Stock Option (right to buy)	$5.5							⁽³⁾	12/28/2030	Common Stock	1,122		1,122	D
Stock Option (right to buy)	$5.5							⁽⁴⁾	02/02/2031	Common Stock	1,301		1,301	D
Stock Option (right to buy)	$5.5							⁽⁵⁾	03/18/2031	Common Stock	1,204		1,204	D
Stock Option (right to buy)	$5.5							⁽⁶⁾	04/12/2031	Common Stock	3,806		3,806	D
Stock Option (right to buy)	$5.5							⁽⁷⁾	08/11/2031	Common Stock	15,000		15,000	D
Stock Option (right to buy)	$5.5							⁽⁸⁾	10/27/2031	Common Stock	821		821	D
Stock Option (right to buy)	$5.5							⁽²⁾	05/17/2032	Common Stock	31,930		31,930	D
Stock Option (right to buy)	$11.55							⁽²⁾	02/16/2033	Common Stock	5,069		5,069	D
Stock Option (right to buy)	$9.89							⁽⁹⁾	08/25/2033	Common Stock	21,250		21,250	D
Stock Option (right to buy)	$9.89							⁽¹⁰⁾	08/25/2033	Common Stock	60,000		60,000	D
Stock Option (right to buy)	$15.03							⁽¹¹⁾	02/13/2034	Common Stock	5,530		5,530	D
Stock Option (right to buy)	$17.04	08/20/2024		A		80,000		⁽¹²⁾	08/20/2034	Common Stock	80,000	$0	80,000	D

Explanation of Responses:

1. Includes 2,000 shares acquired on April 30, 2024 pursuant to the Issuer's Employee Stock Purchase Plan.

2. Fully vested.

3. 280 shares vest on 12/29/21; the remaining 842 shares vest 1/36th per month thereafter.

4. 325 shares vest on 2/2/22; the remaining 976 shares vest 1/36th per month thereafter.

5. 301 shares vest on 3/18/22; the remaining 903 shares vest 1/36th per month thereafter.

6. 952 shares vest on 4/12/22; the remaining 2,854 shares vest 1/36th per month thereafter.

7. 3,750 shares vest on 8/11/22; the remaining 11,250 shares vest 1/36th per month thereafter.

8. 205 shares vest on 10/27/22; the remaining 616 shares vest 1/36th per month thereafter.

9. These shares vest in equal amounts on the last day of each month over seventeen (17) months, beginning August 31, 2023.

10. 15,000 shares vest on 8/25/24; the remaining 45,000 shares vest 1/36th per month thereafter.

11. These shares vest in equal amounts on the first day of each month over twelve (12) months, beginning March 1, 2024.

12. 20,000 shares vest on 8/20/25; the remaining 60,000 shares vest 1/36th per month thereafter.

	/s/ Liz Dunshee as Attorney-in-Fact for Vicky Hahne pursuant to Power of Attorney filed herewith.	08/22/2024
	** Signature of Reporting Person	Date
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.

SEC Form 4 filed by Chief Financial Officer Hahne Vicky