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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Capelli Christopher
2. Issuer Name and Ticker or Trading Symbol

Soliton, Inc. [ SOLY ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
CSO and Vice Chairman
(Last)          (First)          (Middle)

C/O SOLITON, INC. 5304 ASHBROOK DRIVE
3. Date of Earliest Transaction (MM/DD/YYYY)

12/16/2021
(Street)

HOUSTON, TX 77081
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 12/16/2021  D(1)  263440 D$22.60 (1)0 D  
Common Stock 12/16/2021  D(1)  175000 D$22.60 (1)0 I See Footnote (2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock option (right to buy) $1.75 12/16/2021  D     725000   (3)6/8/2028 Common Stock 725000.0  (3)0 D  
Stock option (right to buy) $1.75 12/16/2021  D     108500   (3)2/4/2029 Common Stock 108500.0  (3)0 D  
Stock option (right to buy) $14.62 12/16/2021  D     35150   (3)6/27/2029 Common Stock 35150.0  (3)0 D  
Stock option (right to buy) $11.71 12/16/2021  D     89300   (3)2/4/2030 Common Stock 89300.0  (3)0 D  
Stock option (right to buy) $9.74 12/16/2021  D     113000   (3)1/21/2031 Common Stock 113000.0  (3)0 D  
Warrant (right to buy) $1.75 12/16/2021  D     11512   (4)10/19/2023 Common Stock 11512.0  (4)0 D  
Warrant (right to buy) $1.75 12/16/2021  D     8634   (4)10/30/2023 Common Stock 8634.0  (4)0 D  
Warrant (right to buy) $1.75 12/16/2021  D     7771   (4)11/15/2023 Common Stock 7771.0  (4)0 D  

Explanation of Responses:
(1) Pursuant to the Agreement and Plan of Merger, dated as of May 8, 2021 (the "Merger Agreement"), by and among Soliton, Inc. (the "Company"), AbbVie Inc. ("AbbVie") and Scout Merger Sub, Inc., a wholly owned subsidiary of AbbVie ("Merger Sub"), at the effective time of the merger of Merger Sub with and into the Company (the "Merger"), these shares of Company common stock were converted into the right to receive $22.60 in cash (the "Merger Consideration"), without interest.
(2) Represents 175,000 shares of common stock held by M.D. Anderson Cancer Center ("MD Anderson") that were issued pursuant to a license agreement between Soliton, Inc. (the "Company") and MD Anderson. As the inventor of the intellectual property licensed from MD Anderson, Dr. Capelli is entitled to 50% of the proceeds (after the recoupment of any costs associated therewith) from the sale by MD Anderson of the shares issued to MD Anderson in connection with the license agreement.
(3) Pursuant to the Merger Agreement, immediately prior to the effective time of the Merger, each outstanding and unexercised option, whether vested or unvested, was converted into the right to receive a cash payment, without interest and subject to deduction for any required withholding under applicable law, in an amount equal to the Merger Consideration minus the exercise price that would be due in cash upon exercise of such option.
(4) Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding and unexercised warrant, whether vested or unvested, was converted into the right to receive a cash payment, without interest and subject to deduction for any required withholding under applicable law, in an amount equal to the excess of (i) the number of shares of common stock subject to the warrant, multiplied by the Merger Consideration over (ii) the number of shares of common stock subject to the warrant, multiplied by the per share exercise price of such warrant.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Capelli Christopher
C/O SOLITON, INC. 5304 ASHBROOK DRIVE
HOUSTON, TX 77081
X
CSO and Vice Chairman

Signatures
/s/ Christopher Capelli12/16/2021
**Signature of Reporting PersonDate

Soliton (NASDAQ:SOLY)
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