FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Cytosorbents Corp [ CTSO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/15/2019 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 08/15/2019 | M | 75,000 | A | $3.45 | 641,188(1)(2) | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 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: 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 | ||||||||
Stock Option (right to buy) | $3.45 | 08/15/2019 | M | 75,000 | (3) | 05/05/2020 | Common Stock | 75,000 | $0 | 14,100 | D |
Explanation of Responses: |
1. Includes: (i) the following restricted stock units ("RSUs") that will be settled into common stock upon vesting upon a "Change In Control" of the issuer as defined in the Amended and Restated CytoSorbents Corporation 2014 Long-Term Incentive Plan as follows: (a) 10,300 RSUs granted on March 15, 2018, (b) 18,700 RSUs granted on February 24, 2017, (c) 57,000 RSUs granted on June 7, 2016 and (d) 130,000 RSUs granted on April 8, 2015; |
2. (ii) the following RSUs subject to vesting in three equal annual installments with the first of such vesting beginning on the date of grant, subject to the reporting person's continued service as of the applicable vesting date, and that will be settled into common stock upon vesting: (a) 40,000 RSUs granted on July 22, 2019 which are unvested as of the date hereof, (b) 3,667 RSUs granted on March 4, 2019 which are unvested as of the date hereof, and (c) 14,334 RSUs granted on February 28, 2018 which are unvested as of the date hereof; and (iii) 367,187 shares of common stock owned by the reporting person, inclusive of the 75,000 shares of common stock reported on this Form 4. |
3. On May 5, 2010 the reporting person was granted an option to purchase a total of 134,000 shares of common stock (after giving effect to the issuer's twenty-five-for-one reverse split) which was to vest at the discretion of the issuer's Board of Directors based on satisfying certain criteria including, but not limited to, timely completion of the sepsis trial, raising capital for the issuer, and partnering and business development. The issuer's Board of Directors subsequently determined that approximately two-thirds of such performance criteria was achieved, resulting in vesting of 89,100 shares underlying the option. |
/s/ Kathleen P. Bloch attorney-in-fact for Phillip P. Chan | 08/19/2019 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |