Statement of Changes in Beneficial Ownership (4)
March 03 2020 - 5:03PM
Edgar (US Regulatory)
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
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1. Name and Address of Reporting Person
*
Capponi Vincent |
2. Issuer Name and Ticker or Trading Symbol
Cytosorbents Corp
[
CTSO
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Operating Officer |
(Last)
(First)
(Middle)
C/O CYTOSORBENTS CORPORATION, 7 DEER PARK DRIVE, SUITE K |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/28/2020 |
(Street)
MONMOUTH JUNCTION, NJ 08852
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 2/28/2020 | | A | | 54100 (1) | A | $0 | 420849 (2) | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 |
Stock Option (right to buy) | $6.03 | 2/28/2020 | | A | | 68000 | | (3) | 2/28/2030 | Common Stock | 68000 | $0 | 68000 | D | |
Explanation of Responses: |
(1) | These shares represent restricted stock units ("RSUs") which shall vest as to one-third of the award on each of the date of grant, the first anniversary of the date of grant, and the second anniversary of the date of grant, subject to the reporting person's continued service as of the applicable vesting date, and will be settled into common stock upon vesting. |
(2) | Includes: (i) the following RSUs that will be settled into common stock upon vesting upon a "Change In Control" of CytoSorbents Corporation as defined in the Amended and Restated CytoSorbents Corporation 2014 Long-Term Incentive Plan (the "Plan"): (a) 17,900 RSUs granted on February 24, 2017, (b) 54,000 RSUs granted on June 7, 2016, (c) 125,000 RSUs granted on April 8, 2015 and (d) 10,100 RSUs granted on March 15, 2018; and (ii) the following RSUs subject to vesting as set forth in footnote (1) and will be settled into common stock upon vesting: (a) 54,100 RSUs granted on February 28, 2020 as reported on this Form 4; (b) 36,067 RSUs granted on July 22, 2019 and unvested on the date hereof; and (c) 3,080 RSUs granted on March 4, 2019 and unvested on the date hereof; and (iii) 120,602 shares of common stock owned by the reporting person. |
(3) | The stock options were granted pursuant to the Plan. The shares underlying the stock options vest as to one-quarter of the award on each of the date of grant, the first anniversary of the date of grant, the second anniversary of the date of grant and the third anniversary of the date of grant, subject to the reporting person's continued service as of the applicable vesting date. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Capponi Vincent C/O CYTOSORBENTS CORPORATION 7 DEER PARK DRIVE, SUITE K MONMOUTH JUNCTION, NJ 08852 |
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| Chief Operating Officer |
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Signatures
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/s/ Kathleen P. Bloch attorney-in-fact for Vincent Capponi | | 3/3/2020 |
**Signature of Reporting Person | Date |
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