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 *

Chan Phillip P.
2. Issuer Name and Ticker or Trading Symbol

Cytosorbents Corp [ CTSO ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Executive Officer
(Last)          (First)          (Middle)

C/O CYTOSORBENTS CORPORATION, 7 DEER PARK DRIVE, SUITE K
3. Date of Earliest Transaction (MM/DD/YYYY)

5/5/2020
(Street)

MONMOUTH JUNCTION, NJ 08852
(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
Common Stock 5/5/2020  M  14100 A$9.39 714682 (1)(2)D  

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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (right to buy) $3.45 5/5/2020  M     14100   (3)5/5/2030 Common Stock 14100 $0 0 D  

Explanation of Responses:
(1) Includes: (i) the following RSUs that will be settled into common stock, par value $0.0001 per share (the "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) 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; (continue with footnote 2)
(2) (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 upon vesting: (a) 40,000 RSUs granted on February 28, 2020 and unvested on the date hereof, (b) 40,000 RSUs granted on July 22, 2019 and unvested on the date hereof, and (c) 1,834 RSUs granted on March 4, 2019 and unvested on the date hereof; and (iii) 416,848 shares of Common Stock owned by the reporting person.
(3) These stock options were originally granted on May 5, 2010 and became exercisable at the discretion of the Board of Directors of the Company based on criteria including (but not limited to) a timely completion of the sepsis trial, raising capital for the Company, and partnering and business development.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Chan Phillip P.
C/O CYTOSORBENTS CORPORATION
7 DEER PARK DRIVE, SUITE K
MONMOUTH JUNCTION, NJ 08852
X
Chief Executive Officer

Signatures
/s/ Kathleen P. Bloch attorney-in-fact for Phillip P. Chan5/7/2020
**Signature of Reporting PersonDate

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