Phillip P. Chan Form 4 Cytosorbents / Phillip P. Chan 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^*

Chan Phillip P.

(Last) (First) (Middle)

C/O CYTOSORBENTS CORPORATION

7 DEER PARK DRIVE, SUITE K

(Street)

MONMOUTH JUNCTION NJ 08852

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Cytosorbents Corp [ CTSO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
06/07/2016

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	06/07/2016		A		26,000(1)	A	$0	133,982	D
Common Stock	06/07/2016		A		57,000(2)	A	$0	190,982	D

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 (right to buy)	$8.07	06/07/2016		A		7,000		(3)	04/08/2025	Common Stock	7,000	$0	7,000	D
Stock Option (right to buy)	$4.69	06/07/2016		A		97,000		(4)	06/07/2026	Common Stock	97,000	$0	97,000	D

Explanation of Responses:

1. 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.

2. These shares represent restricted stock units and will be settled into common stock upon vesting upon a "Change In Control" of CytoSorbents Corporation, as defined in the CytoSorbents Corporation 2014 Long-Term Incentive Plan.

3. On April 8, 2015, the reporting person was granted an option to purchase 70,000 shares of common stock, which was to vest upon the satisfaction of certain performance criteria for the fiscal year ending December 31, 2015. The Board of Directors of CytoSorbents Corporation determined that 10% of such performance criteria was achieved during 2015, resulting in the vesting of 7,000 shares underlying this option.

4. Such options were granted pursuant to the CytoSorbents Corporation 2014 Long-Term Incentive Plan, and shall vest upon achievement of certain performance goals as determined in the discretion of the Board of Directors of CytoSorbents Corporation.

	/s/ Phillip P. Chan	06/09/2016
	** 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).
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