Wheeler Jonathan H. Form 4 CRYO CELL INTERNATIONAL / Jonathan H. Wheeler 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^*

Wheeler Jonathan H.

(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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/09/2015

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								35,000	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 Options	$2.8							08/30/2011	08/30/2021	Common Stock	20,000		20,000(1)	D
Common Stock	$2.04							07/10/2012(2)	07/10/2022	Common Stock	7,500		7,500	D
Common Stock	$1.95							07/19/2013(3)	07/19/2023	Common Stock	7,500		7,500	D
Common Stock	$2.4	07/22/2014		A		7,500		07/22/2014(4)	07/22/2024	Common Stock	7,500	$2.4	7,500	D
Common Stock	$3.08	07/09/2015		A		7,500		07/09/2015(5)	07/09/2025	Common Stock	7,500	$3.08	7,500	D

Explanation of Responses:

1. Stock options vest at a rate of 1/3 per year commencing on August 30, 2011.

2. Stock options vest at a rate of 1/12 per month commencing on July 10, 2012.

3. Stock options vest at a rate of 1/3 per year commencing on July 19, 2013.

4. Stock options vest at a rate of 1/12 per month commencing on July 22, 2014.

5. Stock options vest at a rate of 1/12 per month commencing on July 9, 2015.

Remarks:

	/s/ Jonathan Wheeler	07/13/2015
	** 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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