Statement of Changes in Beneficial Ownership (4)
April 29 2020 - 4:17PM
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)
4/27/2020 |
(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 | 4/27/2020 | | M(1) | | 10000 | A | $2.875 | 427649 | D | |
Common Stock | 4/27/2020 | | S(2) | | 10000 | D | $10.00 (3) | 417649 (4)(5) | 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) | $2.875 | 4/27/2020 | | M (1) | | | 10000 | (6) | 4/4/2023 | Common Stock | 10000 | $0 | 20000 | D | |
Explanation of Responses: |
(1) | Stock option exercise conducted pursuant to a 10b5-1 trading plan adopted by the reporting person in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). |
(2) | Open market sale conducted pursuant to a 10b5-1 trading plan adopted by the reporting person in accordance with Rule 10b5-1 of the Exchange Act. |
(3) | The price reported reflects a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.00 to $10.01 |
(4) | Includes: (i) the following RSUs that will be settled into common stock upon vesting upon a "Change In Control" of CytoSorbents Corporation (the "Company") as defined in the Amended and Restated CytoSorbents Corporation 2014 Long-Term Incentive 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; |
(5) | (ii) the following RSUs (which 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 settle into common stock, par value $0.001 per share (the "Common Stock") of the Company upon vesting: (a) 36,067 RSUs granted on February 28, 2020 and unvested on the date hereof; (b) 36,067 RSUs granted on July 22, 2019 and unvested on the date hereof; and (c) 1,540 RSUs granted on March 4, 2019 and unvested on the date hereof; and (iii) 136,975 shares of common stock owned by the reporting person. |
(6) | These stock options were originally granted on April 4, 2013 and became exercisable based on the achievement of certain milestones connected to the Company's operations, subject to approval by the Board of Directors. |
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 | | 4/29/2020 |
**Signature of Reporting Person | Date |
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