SEC Form 3
FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 08/07/2023 |
3. Issuer Name and Ticker or Trading Symbol
Cytosorbents Corp [ CTSO ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 210,000(1) | D |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Stock Option (right to buy) | (2) | 07/10/2033 | Common Stock | 70,000 | 3.48 | D | |
Stock Option (right to buy) | (3) | 07/10/2033 | Common Stock | 215,000 | 3.48 | D |
Explanation of Responses: |
1. Consists of (a) 45,000 restricted stock units ("RSUs"), which will vest 1/2 on the first anniversary of the date of grant and 1/2 on the second anniversary of the date of grant, subject to the executive officer's continued service with the Company as of the applicable vesting date, (b) 15,000 RSUs which will vest either upon a Change of Control or will cliff vest on the second anniversary of the date of grant, subject to the executive officer's continued service with the Company as of the applicable vesting date and (c) 150,000 RSUs which will vest only upon a Change in Control, as defined in the Amended and Restated CytoSorbents Corporation 2014 Long-Term Incentive Plan (the "Plan"), subject to the executive officer's continued service with the Company as of the applicable vesting date. |
2. These stock options ("Annual ISOs") were granted pursuant to the Plan and will vest in accordance with the following schedule, in each case, subject to the executive officer's continued service with the Company as of the applicable vesting date: 25,000 Annual ISOs upon the six-month anniversary of the date of grant and 15,000 Annual ISOs upon each of the first, second and third anniversaries of the date of grant. |
3. These stock options ("Performance ISOs") were granted pursuant to the Plan and will vest only upon the achievement of certain milestones pursuant to the terms of the Company's existing 2022-2025 performance pool in place for the Company's management team, subject to the executive officer's continued service with the Company as of the applicable vesting date. |
Remarks: |
Exhibit 24 - Power of Attorney |
/s/ Alexander D'Amico, by attorney-in-fact Kathleen P. Bloch | 08/15/2023 | |
** 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 5 (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. |