X0306 4 2012-12-19 0 0001095981 CYTORI THERAPEUTICS, INC. CYTX 0001203672 HEDRICK MARC H 3020 CALLAN ROAD SAN DIEGO CA 92121 1 1 0 0 President Common Stock 2012-12-19 4 P 0 5000 2.85 A 5000 I By LLC Common Stock 2012-12-19 4 P 0 2500 2.85 A 12100 I By Family Trust Common Stock 2012-12-19 4 P 0 2500 2.85 A 2500 I By C Corp Common Stock 7500 I By IRA Common Stock 448238 D Restricted Stock (Common Stock) 36850 D Restricted Stock (Common Stock) 25000 D Dr. Hedrick purchased the shares in connection with a public offering of company shares which closed on December 19, 2012. The vesting of the Restricted Stock award depends upon the achievement of certain performance goals established by the Compensation Committee for the year ended December 31, 2012. In January 2013, the Compensation Committee will determine the percentage of this grant that will continue to vest based upon the achievement of the performance goals for the year 2012. Any shares within this grant that the Committee determines should continue to vest would then become fully vested on January 10, 2014, subject to Participant's continued employment with the Company through the vesting date. The Restricted Stock Award vests in full on January 10, 2013, subject to Participant's continued employment with the Company through the vesting date. These securities are owned by M Hedrick & T Hedrick TTEE Dr. Marc Hamilton Hedrick & TRA U/A DTD 09/13/1999. Jonathan E. Soneff, By Power of Attorney For: Marc H. Hedrick 2012-12-21