Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
What is insider trading>>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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Celcuity
Inc.
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(Name
of Issuer)
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Common
Stock
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(Title
of Class of Securities)
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15102K
100
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(CUSIP
Number)
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December
31, 2020
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(Date
of Event Which Requires Filing of this Statement)
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Check
the appropriate box to designate the rule pursuant to which this
Schedule is filed:
☐
Rule
13d-1(b)
☒
Rule
13d-1(d)
*The
remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The
information required on the remainder of this cover page shall not
be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or
otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see
the Notes).
SCHEDULE
13G
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CUSIP
No. 15102K 100
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Page
2 of 5 Pages
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1
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names of reporting persons
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Brian
F. Sullivan
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2
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check the appropriate box if a member of a group (see
instructions)*
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(a)
☐
(b)
☐
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3
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sec use only
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4
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citizenship or place of organization
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USA
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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5
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sole voting power
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2,821,558
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6
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shared voting power
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0
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7
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sole dispositive power
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2,821,558
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8
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shared dispositive power
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0
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9
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aggregate amount beneficially owned by each reporting
person
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2,821,558 (1)
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10
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check if the aggregate amount in row (9) excludes certain shares
(see instructions)
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☐
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11
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percent of class represented by amount in row (9)
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27.4%
(2)
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12
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type of reporting person (see instructions)
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IN
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(1)
Includes options to
acquire 65,784 shares of common stock that have vested or will vest
within 60 days of December 31, 2020.
(2)
Calculated based on
10,299,822 shares of Common Stock issued and outstanding as of
December 31, 2020.
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CUSIP
No. 15102K 100
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Page
3 of 5 Pages
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Item
1(a)
Name
of Issuer:
Celcuity
Inc.
Item
1(b)
Address
of Issuer’s Principal Executive Offices:
16305
36th
Avenue North
Suite
100
Minneapolis, MN
55446
Item
2(a)
Name
of Person Filing:
Brian
F. Sullivan
Item
2(b)
Address
of Principal Business Office or, if None, Residence:
16305
36th
Avenue North
Suite
100
Minneapolis, MN
55446
Item
2(c)
Citizenship:
USA
Item
2(d)
Title
of Class of Securities:
Common
Stock
Item
2(e)
CUSIP Number: 15102K 100
Item
3
If
this statement is filed pursuant to §§ 240.13d-1(b), or
240.13d-2(b) or (c), check whether the person filing is
a:
(a)
☐
Broker or dealer
registered under Section 15 of the Act.
(b)
☐
Bank as defined in
Section 3(a)(6) of the Act.
(c)
☐
Insurance company
as defined in Section 3(a)(19) of the Act.
(d)
☐
Investment company
registered under Section 8 of the Investment
Company
Act of 1940.
(e)
☐
An investment
adviser in accordance with §
240.13d-1(b)(1)(ii)(E).
(f)
☐
An employee benefit
plan or endowment fund in accordance with
§
240.13d-1(b)(1)(ii)(F).
(g)
☐
A parent holding
company or control person in accordance with
§
240.13d-1(b)(1)(ii)(G).
(h)
☐
A savings
association as defined in Section 3(b) of the Federal
Deposit
Insurance Act.
(i)
☐
A church plan that
is excluded from the definition of an investment
company
under Section 3(c)(14) of the Investment Company Act.
(j)
☐
A non-U.S.
institution in accordance with §
240.13d-1(b)(1)(ii)(J);
(k)
☐
Group, in
accordance with § 240.13d-1(b)(1)(ii)(K).
If
filing as a non-U.S. institution in accordance with §
240.13d-1(b)(1)(ii)(J), please specify the type of
institution:
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CUSIP
No. 15102K 100
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Page
4 of 5 Pages
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Item
4
Ownership
See
Cover Page, Items 5 through 11.
Item
5
Ownership
of Five Percent or Less of a Class:
If this
statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the
following ☐.
Item
6
Ownership
of More than Five Percent on Behalf of Another Person:
Not
applicable.
Item
7
Identification
and Classification of the Subsidiary Which Acquired the S
ecurity
Being Reported on by the Parent Holding
Company:
Not
applicable.
Item
8
Identification
and Classification of Members of the Group:
Not
applicable.
Item
9
Notice
of Dissolution of Group:
Not
applicable.
Item
10
Certifications:
Not
applicable.
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CUSIP
No. 15102K 100
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Page
5 of 5 Pages
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SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
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Dated: February 12,
2021
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/s/ Brian F.
Sullivan
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Brian F.
Sullivan
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