Portnoy David Form 4 CRYO CELL INTERNATIONAL / DAVID PORTNOY ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

PORTNOY DAVID

(Last) (First) (Middle)

700 BROOKER CREEK BLVD., SUITE 1800

(Street)

OLDSMAR FL 34677

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/08/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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								151,224	I	By Corporation(1)
Common Stock								49,150	I	By 401K
Common Stock								9,122	I	As Cust for Daughter
Common Stock								9,974	I	As Cust for Son
Common Stock								486,532	D
Common Stock								78,864	I	By Spouse
Common Stock								59,027	I	By LLC(2)
Common Stock								199,080	I	By IRA
Common Stock								55,219	I	By Corporation 2(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: 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							12/01/2011	12/01/2021	Common Stock	200,000		200,000	D
Stock Option	$2.9							08/31/2011	08/31/2021	Common Stock	100,000		100,000	D
Stock Option	$3.14							04/15/2016(4)	04/15/2026	Common Stock	70,270		70,270	D
Stock Option	$7.92	03/08/2018		A		23,636		(5)	03/08/2023	Common Stock	23,636	$7.92	23,636	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. Stock options will vest 1/3 on date of grant, 1/3 on December 1, 2018 and 1/3 on December 1, 2019.

Remarks:

	/s/ David I. Portnoy	03/14/2018
	** 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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