Statement of Changes in Beneficial Ownership (4)
August 12 2022 - 6:48PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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
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Chan Phillip P. |
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)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Executive Officer |
(Last)
(First)
(Middle)
C/O CYTOSORBENTS CORPORATION, 305 COLLEGE ROAD EAST |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/10/2022 |
(Street)
PRINCETON, NJ 08540
(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 | 8/10/2022 | | A | | 79000 (1) | A | $0 | 845130 (2)(3)(4) | 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) | $1.95 | 8/10/2022 | | A | | 106000 | | (5) | 8/10/2032 | Common Stock | 106000 | $0 | 106000 | D | |
Stock Option (right to buy) | $1.95 | 8/10/2022 | | A | | 240000 | | (6) | 8/10/2032 | Common Stock | 240000 | $0 | 240000 | 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, par value $0.001 per share (the "Common Stock") upon vesting. |
(2) | Includes (a) the following RSUs that will be settled into shares of Common Stock upon vesting upon a "Change In Control" of the Issuer as defined in the Amended and Restated CytoSorbents Corporation 2014 Long-Term Incentive Plan (the "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; |
(3) | (continued from footnote 2) (b) 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 shares of Common Stock upon vesting: (a) 24,000 RSUs granted on April 12, 2021 and unvested on the date hereof and (b) 79,000 RSUs granted on August 10, 2022 reported on this Form 4 and unvested as of the date hereof; and |
(4) | (continued from footnote 3) (c) 526,130 shares of the Common Stock owned by the reporting person. |
(5) | These stock options were granted pursuant to the Plan. The shares underlying these 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. |
(6) | These stock options were granted pursuant to the Plan. The shares underlying these stock options will vest only upon the achievement of certain milestones before December 31, 2025. Specifically, (i) 60,000 options will vest if the Company obtains U.S. Food and Drug Administration approval for its product DrugSorb, (ii) 60,000 options will vest if the Company achieves $80 million or more in annual ex-U.S. sales, (iii) 60,000 options will vest if the Company achieves $20 million or more in annual U.S. sales, and (iv) 60,000 options will vest if the Company achieves U.S. GAAP breakeven. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Chan Phillip P. C/O CYTOSORBENTS CORPORATION 305 COLLEGE ROAD EAST PRINCETON, NJ 08540 | X |
| Chief Executive Officer |
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Signatures
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/s/ Kathleen P. Bloch attorney-in-fact for Phillip P. Chan | | 8/10/2022 |
**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. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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