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 *

RATHMANN RICHARD G 		2. Issuer Name and Ticker or Trading Symbol

Cryoport, Inc. [ CYRX ] 		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)

20382 BARENTS SEA CIRCLE 		3. Date of Earliest Transaction (MM/DD/YYYY)

11/17/2014
(Street)

LAKE FOREST, CA 92630
(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

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 Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. 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 Date 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 of Derivative Security: 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
Class A Convertible Preferred Stock   $0.40   11/17/2014     P      4167       11/17/2014     (1) Common Stock   125010   $12.00   (2) 13543   (3) I   By GBR Investments LLC  
Warrant to Purchase Common Stock   $0.50   11/17/2014     P      33336       11/17/2014   3/31/2019   Common Stock   33336     (2) 108344   (3) I   By GBR Investments LLC  

Explanation of Responses:
( 1)  The Class A Convertible Preferred Stock has no expiration date.
( 2)  The shares and warrants were issued as a unit consisting of (i) one share of Class A Convertible Preferred Stock and (ii) one warrant to purchase eight (8) shares of the Company's common stock at an exercise price of $0.50 per share, which are immediately exercisable and may be exercised at any time on or before March 31, 2019.
( 3)  The number of derivative securities beneficially owned relates only to the specific title of derivative security indicated in column 1 and does not include (a) direct ownership of options to purchase 260,000 shares of common stock and warrants to purchase 509,726 shares of common stock that have different terms than the warrants reflected in Table II, or (b) indirect ownership by GBR Investments, LLC of warrants to purchase 1,408,526 shares of common stock that have different terms than the warrants reflected in Table II.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
RATHMANN RICHARD G
20382 BARENTS SEA CIRCLE
LAKE FOREST, CA 92630 		X



Signatures
/s/Richard G. Rathmann 11/18/2014
** 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).
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