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 *

PORTNOY DAVID
2. Issuer Name and Ticker or Trading Symbol

CRYO CELL INTERNATIONAL INC [ CCEL ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Co-Chief Executive Officer
(Last)          (First)          (Middle)

700 BROOKER CREEK BLVD., SUITE 1800
3. Date of Earliest Transaction (MM/DD/YYYY)

1/19/2018
(Street)

OLDSMAR, FL 34677
(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                  151224   I   By Corporation   (1)
Common Stock                  49150   I   By 401K  
Common Stock                  9122   I   As Cust for Daughter  
Common Stock                  9974   I   As Cust for Son  
Common Stock   1/19/2018     G    2000   D   (5) 486532   D    
Common Stock                  78864   I   By Spouse  
Common Stock                  78176   I   By LLC   (2)
Common Stock                  199080   I   By IRA  
Common Stock                  55219   I   By Corporation 2   (3)

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
Stock Option   $1.72                    12/1/2011   12/1/2021   Common Stock   200000     200000   D    
Stock Option   $2.90                    8/31/2011   8/31/2021   Common Stock   100000     100000   D    
Stock Option   $3.14                    4/15/2016   (4) 4/15/2026   Common Stock   70270     70270   D    

Explanation of Responses:
(1)  Share of Common Stock held by Partner Community, as to which David I. Portnoy may be deemed the beneficial owner as the Chairman of the Board and Secretary and as the managing member of Mayim Management, LLC, which may exercise investment and voting discretion over such shares of Common Stock in accordance with the Investment Advisory Agreement.
(2)  Share of Common Stock held by Mayim Investment Limited Partnership, as to David I. Portnoy may be deemed the beneficial owner as the managing member and owner Mayim Management, LLC, which is the general partner of Mayim Management Limited Partnership, which is the general partner of Mayim Investment Limited Partnership.
(3)  Share of Common Stock held by uTIPu, Inc, as to which David I. Portnoy may be deemed the beneficial owner as the Chairman of the Board and Secretary.
(4)  Stock options vest 1/3 on date of grant, 1/3 on December 1, 2016 and 1/3 December 1, 2017.
(5)  The stock was gifted.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
PORTNOY DAVID
700 BROOKER CREEK BLVD., SUITE 1800
OLDSMAR, FL 34677
X
Co-Chief Executive Officer

Signatures
/s/ David I. Portnoy 1/23/2018
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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