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) 02/28/2018 | ||||||||||||||||||||||||||
| 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 | 02/28/2018 | A | 34,700(2) | A | $0 | 250,070(3) | D | |||
| Common Stock | 9,000 | I | See Footnote(4) | |||||||
| 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) | $5.6 | 02/28/2018 | A | 75,650 | (1) | 02/24/2027 | Common Stock | 75,650 | $0 | 75,650 | D | ||||
| Explanation of Responses: |
| 1. On February 24, 2017, the reporting person was granted an option to purchase 89,000 shares of Common Stock pursuant to the CytoSorbents Corporation 2014 Long-Term Incentive Plan ("Plan"), which was to vest upon achievement of certain performance goals as determined in the discretion of the Compensation Committee of the Board of Directors of CytoSorbents Corporation (the "Company"). This grant was reported on a Form 4 filed on February 28, 2017. On February 28, 2018, the Compensation Committee of the Board of Directors of the Company determined that 85% of such performance criteria was achieved during 2017, resulting in vesting of 75,650 shares underlying this option. |
| 2. 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. |
| 3. Includes (i) the following restricted stock units ("RSUs") that will be settled into common stock upon vesting upon a "Change In Control" of the Company, as defined in the Plan: (a) 15,700 RSUs granted on February 24, 2017, (b) 47,000 RSUs granted on June 7, 2016 and (c) 110,000 RSUs granted on April 8, 2015, (ii) the following RSUs subject to vesting 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: (a) 10,938 of the RSUs granted to the reporting person on February 24, 2017 and unvested as of the date hereof , (b) 7,000 of the RSUs granted on June 7, 2016 and unvested as of the date hereof, and (c) 34,700 RSUs granted on February 28, 2018 and reported on this Form 4 and (iii) 24,732 shares of common stock owned by the reporting person. |
| 4. These shares are held by the reporting person's husband in a 401(k) account and, as such, the reporting person may be deemed the beneficial owner of such shares. |
| /s/ Kathleen P. Bloch | 03/02/2018 | |
| ** 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. | ||
| 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. | ||