NEXGEL, INC. — Director's Dealing 2020

Jun 9, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NEXGEL, INC. (NONE)
CIK: 0001468929
Period of Report: 2020-02-17

Reporting Person: STEIN NACHUM (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-05-29	Common Stock	J	3187500	$0.04	Acquired	4822500	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-02-17	Option to Purchase Common Stock	$0.014	A	2857141	Acquired	2030-02-17	Common Stock (2857141)	Direct

Footnotes

F1: On May 29, 2020, the Reporting Person received 3,187,500 shares of the Issuer's common stock as a result of the Issuer's purchase of all of the membership interests of Sport Defense LLC ("Sport Defense"). The Reporting Person was a member of Sport Defense and the Sport Defense acquisition is more fully described in the Current Report on Form 8-K which the Issuer filed with the Securities and Exchange Commission on May 29, 2020. All 3,187,500 shares of common stock are "restricted securities" as defined by the Securities Act of 1933, as amended.

F2: On February 17, 2020 and consideration for the Reporting Person's service on the Issuer's Board of Directors (the "Board"), the Issuer granted to the Reporting Person two annual awards of stock options equal to $40,000 of the Issuer's common stock, granted under the Issuer 2019 Long-Term Incentive Plan (the "Incentive Plan"), with (i) the first grant being the right to purchase up to 2,857,141 shares of the Issuer's common stock at a per share exercise price of $0.014 with one-half of such option vesting on March 31, 2020 and the remaining one-half vesting in equal installments on June 30, 2020 and September 30, 2020, respectively, and with an acceleration of any unvested options upon the departure of the Reporting Person from the Board for any reason and

F3: (ii) the second grant being the right to purchase up to a number of shares of the Issuer's common stock equal to $40,000 divided by the Fair Market Value (as defined in the Incentive Plan) of the Issuer's common stock as of October 10, 2020 at a per share exercise price equal to Fair Market Value of the Issuer's common stock as of October 10, 2020 with one-fourth of such option vesting on each of December 31, 2020, March 31, 2021, June 30, 2021 and September 30, 2021, respectively, and with an acceleration of any unvested options upon the departure of the Reporting Person from the Board for any reason. This award was reported in the Issuer's Form 10-Q for the period ended March 31, 2020.