Statement of Changes in Beneficial Ownership (4)
June 09 2016 - 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).
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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
*
Capponi Vincent
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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
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(Last)
(First)
(Middle)
C/O CYTOSORBENTS CORPORATION, 7 DEER PARK DRIVE, SUITE K
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3. Date of Earliest Transaction
(MM/DD/YYYY)
6/7/2016
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(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
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6/7/2016
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A
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23000
(1)
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A
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$0
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39724
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D
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Common Stock
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6/7/2016
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A
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54000
(2)
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A
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$0
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93724
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D
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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)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option (right to buy)
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$8.07
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6/7/2016
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A
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6600
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(3)
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4/8/2025
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Common Stock
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6600
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$0
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6600
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D
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Stock Option (right to buy)
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$4.69
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6/7/2016
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A
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91500
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(4)
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6/7/2026
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Common Stock
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91500
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$0
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91500
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D
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Explanation of Responses:
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(
1)
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These shares represent restricted stock units 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 upon vesting.
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(
2)
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These shares represent restricted stock units and will be settled into common stock upon vesting upon a "Change In Control" of CytoSorbents Corporation, as defined in the CytoSorbents Corporation 2014 Long-Term Incentive Plan.
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(
3)
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On April 8, 2015, the reporting person was granted an option to purchase 66,000 shares of common stock, which was to vest upon the satisfaction of certain performance criteria for the fiscal year ending December 31, 2015. The Board of Directors of CytoSorbents Corporation determined that 10% of such performance criteria was achieved during 2015, resulting in the vesting of 6,600 shares underlying this option.
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(
4)
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Such options were granted pursuant to the CytoSorbents Corporation 2014 Long-Term Incentive Plan, and shall vest upon achievement of certain performance goals as determined in the discretion of the Board of Directors of CytoSorbents Corporation.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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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/ Vincent Capponi
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6/9/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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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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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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