Statement of Changes in Beneficial Ownership (4)
August 12 2022 - 06:48PM
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).
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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
Estimated average burden
hours per response... 0.5 |
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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 * 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, 305 COLLEGE ROAD
EAST |
3. Date of Earliest Transaction (MM/DD/YYYY)
8/10/2022
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(Street)
PRINCETON, NJ 08540
(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 |
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)
|
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
|
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 |
|
Signatures
|
/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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