Statement of Changes in Beneficial Ownership (4)
May 05 2020 - 3:18PM
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).
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
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1. Name and Address of Reporting Person
*
Deliargyris Efthymios |
2. Issuer Name and Ticker or Trading Symbol
Cytosorbents Corp
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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 Medical Officer |
(Last)
(First)
(Middle)
C/O CYTOSORBENTS CORPORATION, 7 DEER PARK DRIVE, SUITE K |
3. Date of Earliest Transaction
(MM/DD/YYYY)
4/12/2020 |
(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 | 4/12/2020 (1) | | A | | 140000 (2) | A | $0 | 140000 (2) | 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) | $6.59 | 4/12/2020 (1) | | A | | 85500 | | (3) | 4/12/2030 | Common Stock | 85500 | $0 | 85500 | D | |
Explanation of Responses: |
(1) | Dr. Deliargyris was appointed as Chief Medical Officer of CytoSorbents Corporation (the "Company"), effective May 1, 2020. This Form 4 is being filed to report certain transactions made in connection with that certain Employment Agreement, dated April 12, 2020, by and between Dr. Deliargyris and the Company (the "Employment Agreement"). |
(2) | Reflects the grant of (i) 120,000 restricted stock units, which shall fully vest as of and only upon a Change of Control (as defined in the Employment Agreement) and subject to the Reporting Person's continued employment as of the consummation of the Change of Control and (ii) 20,000 restricted stock units, which vest upon the earlier of (a) a Change of Control and (b) April 12, 2024, in each case, subject to the Reporting Person's continued employment as of the applicable vesting date. The restricted stock units will automatically settle into shares of the Company's common stock, $0.001 par value per share (the "Common Stock") upon vesting. |
(3) | Reflects the grant of a stock option to purchase 85,500 shares of the Company's Common Stock. The shares underlying the stock option will vest over four years from the date of the grant, with (i) 30,000 shares underlying such option vesting immediately on the date of grant and becoming exercisable on October 12, 2020, and (ii) the remaining 55,000 shares underlying such option vesting and becoming exercisable in three approximately equal installments on the first, second and third anniversary of the date of grant, in each case, subject to the Reporting Person's employment on the applicable vesting date. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Deliargyris Efthymios C/O CYTOSORBENTS CORPORATION 7 DEER PARK DRIVE, SUITE K MONMOUTH JUNCTION, NJ 08852 |
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| Chief Medical Officer |
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Signatures
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/s/ Kathleen P. Bloch, attorney-in-fact for Efthymios Deliargyris | | 5/5/2020 |
**Signature of Reporting Person | Date |
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