SEC Form 4 · accession 0001144204-16-078619
Cryoport, Inc. · CYRX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Richard J Berman
Director
Period of report
Jan 30, 2016
Accepted (ET)
Feb 2, 2016 · 9:56 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001124524
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Jan 30, 2016 | C | 8,138 | — | A | 8,138 | I | By wife |
| Common Stock | holding | — | — | — | 21,396 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Preferred StockF1,F2,F3 | — | Jan 30, 2016 | C | 1,667 | D | May 12, 2015 | — | Common Stock | — | 0 | I |
| Warrant to purchase common stockF1,F2,F4 | $3.57 | Jan 30, 2016 | C | 8,138 | A | Jan 30, 2016 | Jul 29, 2020 | Common Stock | 8,138 | 8,138 | D |
Explanation of responses
- F1On January 30, 2016, Cryoport, Inc. (the "Company") caused the mandatory exchange of all its outstanding Class A Preferred Stock and Class B Preferred Stock in accordance with the certificates of designation for such preferred stock (the "Mandatory Exchange"). As a result, the 1,667 shares of Class B Preferred Stock held by the reporting person were mandatorily exchanged into 8,138 units, comprised of: (i) 8,138 shares of the Company's common stock ("Common Stock") and (ii) 8,138 warrants, each warrant representing the right to purchase one share of Common Stock ("Warrant") (as described in Table II of this report). Pursuant to the certificates of designation, the Mandatory Exchange was triggered upon the completion of the Company's public offering of 2,090,750 units (each unit consisting of one share of Common Stock and one Warrant) in July 29, 2015, and occurred on the day that was six (6) months and one (1) day after the closing of such offering.
- F2The exchange rate for the Class B Preferred Stock was determined by: (i) multiplying the number of shares of Class B Preferred Stock to be exchanged by $12; (ii) adding to the result all dividends then accrued but unpaid on such shares of Class B Preferred Stock to be exchanged; then (iii) dividing the result by $2.60 (which is eighty percent (80%) of the price per unit issued in the Company's public offering of 2,090,750 units).
- F3The Class B Preferred Stock had no expiration date.
- F4The number of warrants beneficially owned relates only to the specific title of derivative security indicated in column 1 and does not include direct ownership of warrants to purchase 1,112 shares of common stock held indirectly through reporting person's wife or options to purchase 134,134 shares of common stock that have different terms than the warrants reflected in Table II.