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).

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 ^*

STEFANSKY DAVID

2. Issuer Name and Ticker or Trading Symbol
NEXGEL, INC. [NONE]

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

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O NEXGEL, INC., 2150 CABOT BLVD, WEST, SUITE B

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2020

(Street)

LANGHORNE, PA 19047

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
Common Stock								1,634,750	I	By Bezalel Partners LLC ⁽¹⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Option to Purchase Common Stock

$ 0.014 ⁽²⁾ ⁽³⁾

02/17/2020

A⁽¹⁾

2,857,141 ⁽²⁾ ⁽³⁾

⁽²⁾⁽³⁾

02/17/2030

Common Stock

2,857,141 ⁽²⁾ ⁽³⁾

$ 0 ⁽²⁾ ⁽³⁾

2,857,141 ⁽²⁾ ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
STEFANSKY DAVID C/O NEXGEL, INC. 2150 CABOT BLVD, WEST, SUITE B LANGHORNE, PA 19047	X

Signatures

/s/ David Stefansky		06/09/2020
^**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)	Represents shares of common stock held by Bezalel Partners LLC ("Bezalel"). The Reporting Person is the managing member of Bezalel and has the sole power to vote and direct the voting of, and to dispose and to direct the disposition of, the shares of common stock beneficially owned by Bezalel.
(2)	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
(3)	(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.

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