Lipella Pharmaceuticals Inc.

12/27/2024 | Press release | Distributed by Public on 12/27/2024 20:28

Statement of Changes in Beneficial Ownership (Form 4)

Ownership Submission
FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Kaufman Jonathan H
2. Issuer Name and Ticker or Trading Symbol
LIPELLA PHARMACEUTICALS INC. [LIPO] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
See remarks below.
(Last) (First) (Middle)
C/O LIPELLA PHARMACEUTICALS INC., 7800 SUSQUEHANNA ST., SUITE 505 		3. Date of Earliest Transaction (Month/Day/Year)
12/23/2024
(Street)
PITTSBURGH, PA 15208 		4. If Amendment, Date 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
(City) (State) (Zip)
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)
Code V Amount (A) or (D) Price
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 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
Series C Voting Convertible Preferred Stock(1) $1 12/23/2024 J(1) 260,108(2) (2) (3) Common Stock 260,108 $ 0 (1) 260,108 I By Self as proxy and power of attorney for Spartan (as defined below)(1)
Common Stock Purchase Warrants(1) $1 12/23/2024 J(1) 85,421(2) 12/27/2024 12/27/2029 Common Stock 85,421 $ 0 (1) 85,421 I By Self as proxy and power of attorney for Spartan(1)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Kaufman Jonathan H
C/O LIPELLA PHARMACEUTICALS INC.
7800 SUSQUEHANNA ST., SUITE 505
PITTSBURGH, PA 15208 		X X See remarks below.

Signatures

/s/ Jonathan H. Kaufman 12/27/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Such Series C Voting Convertible Preferred Stock, par value $0.0001 per share ("Preferred Stock"), common stock purchase warrants ("Warrants"), and the common stock, par value $0.0001 per share, of the issuer ("Common Stock"), issuable upon conversion of Preferred Stock ("Conversion Shares") and exercise of Warrants (the "Warrant Shares", and collectively with the Preferred Stock, Warrants and Conversion Shares, "Securities") are subject to an irrevocable proxy and power of attorney, effective December 20, 2024, between the reporting person and Spartan Capital Securities, LLC ("Spartan"), pursuant to which the reporting person has voting power over all Securities held by Spartan and its Affiliates (defined under Rule 405 of the Securities Act of 1933, as amended) or any person or entity acting as a group therewith ("Proxy and POA"). The reporting person disclaims beneficial ownership of the Securities except to the extent of his pecuniary interest therein, if any.
(2) Each share of Preferred Stock is convertible into shares of Common Stock on or after the date on which the registration statement filed by the issuer registering the reoffer and resale of the Conversion Shares has been declared effective by the U.S. Securities Exchange Commission.
(3) The conversion rights of the Preferred Stock do not expire.

Remarks:
President, Chief Executive Officer, Secretary, Treasurer, and Chairman of the Board of Directors.
Exhibit List: Exhibit 24 - Proxy and POA
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.