Lipocine Inc. — Director's Dealing 2013

Aug 2, 2013

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Lipocine Inc. (MBARD)
CIK: 0001535955
Period of Report: 2013-07-24

Reporting Person: Patel Mahesh V. (Director, See Remarks)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	688920	Direct
Common Stock	2192	Indirect
Common Stock	186520	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$2.81	2020-08-13	Common Stock (160154)		Direct
Stock Option (Right to Buy)	$2.81	2020-12-17	Common Stock (31978)		Direct
Stock Option (Right to Buy)	$2.81	2021-07-11	Common Stock (83421)		Direct
Stock Option (Right to Buy)	$2.81	2021-12-16	Common Stock (10844)		Direct
Stock Option (Right to Buy)	$2.81	2023-01-31	Common Stock (69518)		Direct

Footnotes

F1: Shares held by spouse. Mr. Patel disclaims beneficial ownership of the shares.

F2: The shares are held in trust for Mr. Patel's children. Mr. Patel disclaims beneficial ownership of the shares.

F3: These options replaced Mr. Patel's prior stock option grants and were fully vested on the date of grant with a ten year life. Note: a portion of this option grant has been exercised and has been issued as Lipocine Series B Common Stock. The number of shares in Column 3 represents the full amount of the option grant, as adjusted for the merger, and not the balance of shares following the exercise.

F4: Vesting of these stock options were originally solely subject to the achievement of certain milestones related to the successful development of our product candidates. The stock options would vest on December 31st of the calendar year in which the specific milestone is accomplished as determined by the Board of Directors or on June 30, 2014, for any milestone accomplished prior to that date in 2014. Any shares that remained unvested as of June 30, 2014, would expire unless extended by our Board of Directors. Based upon milestones achieved in 2011, the Board of Directors determined that for 2011, 10% of such stock options had vested as of December 31, 2011.(Continued in footnote 5)

F5: No milestones were achieved in 2012. In January 2013, the vesting of these stock options was modified such that the stock options will vest as follows: (i) 100% upon first dosing in the pivotal clinical study for LPCN 1021, or (ii) 50% of the unvested portion on January 31, 2014, and 50% of the remaining unvested portion on January 31, 2015. In addition, the option expiration date was extended to the 10 year anniversary of the date of grant.

F6: These options were fully vested on the date of grant.

F7: Vesting of these stock options were originally solely subject to the achievement of certain milestones related to the successful development of our product candidates. Based upon milestones achieved in 2012, the Board of Directors determined that for 2012, 30% of such options had vested as of December 31, 2012. In January 2013, the vesting of these stock options were modified such that the stock options will vest as follows: (i) 100% upon first dosing in the pivotal clinical study for LPCN 1021, or (ii) 50% of the remaining unvested potion on January 31, 2014, and 50% of the remaining unvested portion on January 31, 2015.

F8: These stock options vest over a three-year period commencing January 1, 2013, with 1/36th of the shares vesting on a monthly basis.

F9: Reflects a 1-for-3.596186 exchange for shares pursuant to the reverse merger which took place on July 24, 2013.