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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Cytosorbents Corp [ CTSO ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 08/10/2022 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 | 08/10/2022 | A | 55,500(1) | A | $0 | 405,161(2)(3)(4) | D | |||
| Common Stock | 33,700 | I | See Note(5) | |||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 (right to buy) | $1.95 | 08/10/2022 | A | 75,000 | (6) | 08/10/2032 | Common Stock | 75,000 | $0 | 75,000 | D | ||||
| Stock Option (right to buy) | $1.95 | 08/10/2022 | A | 215,000 | (7) | 08/10/2032 | Common Stock | 215,000 | $0 | 215,000 | 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: (i) the following RSUs that will be settled into Common Stock upon a "Change In Control" of CytoSorbents Corporation (the "Company"), as defined in the Amended and Restated CytoSorbents Corporation 2014 Long-Term Incentive Plan: (a) 8,800 RSUs granted on March 15, 2018, (b) 15,700 RSUs granted on February 24, 2017, (c) 47,000 RSUs granted on June 7, 2016 and (d) 110,000 RSUs granted on April 8, 2015; |
| 3. (continued from footnote 2) (ii) 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 be settled into common stock of the Company upon vesting: (a) 16,484 RSUs granted on April 12, 2021 and unvested as of the date hereof and (b) 55,500 RSUs granted on August 10, 2022 reported on this Form 4 and unvested as of the date hereof; and |
| 4. (continued from footnote 3) (iii) 151,677 shares of Common Stock owned by the Reporting Person. |
| 5. Includes (i) 10,000 shares held by the Reporting Person's husband in a 401(k) account, (ii) 15,000 shares held by the Reporting Person's husband in an IRA account and (iii) 8,700 shares held by the Reporting Person's husband in a ROTH IRA account. The Reporting Person may be deemed the beneficial owner of such shares. |
| 6. 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. |
| 7. 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) 45,000 options will vest if the Company obtains U.S. Food and Drug Administration approval for its product DrugSorb, (ii) 45,000 options will vest if the Company achieves $80 million or more in annual ex-U.S. sales, (iii) 50,000 options will vest if the Company achieves $20 million or more in annual U.S. sales, and (iv) 75,000 options will vest if the Company achieves U.S. GAAP breakeven. |
| /s/ Kathleen P. Bloch | 08/10/2022 | |
| ** 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 Number. | ||