SEC Form 4 · accession 0001144204-16-075397
Cytosorbents Corp · CTSO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
NJTC INVESTMENT FUND, LP
10% Owner
Period of report
Dec 31, 2008
Accepted (ET)
Jan 13, 2016 · 11:58 am EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001175151
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.001 per shareF1,F2 | Aug 15, 2014 | C | 124,280 | — | A | 124,280 | D | |
| Common Stock, par value $0.001 per shareF3,F4 | Aug 26, 2014 | S | 40,000 | $6.01 | D | 84,280 | D | |
| Common Stock, par value $0.001 per shareF4,F5 | Aug 27, 2014 | S | 14,400 | $6.10 | D | 69,880 | D | |
| Common Stock, par value $0.001 per shareF4,F6 | Aug 28, 2014 | S | 8,576 | $5.90 | D | 61,304 | D | |
| Common Stock, par value $0.001 per share | Sep 5, 2014 | S | 4,000 | $6.00 | D | 57,304 | D | |
| Common Stock, par value $0.001 per share | Sep 11, 2014 | S | 1,000 | $6.00 | D | 56,304 | D | |
| Common Stock, par value $0.001 per share | Sep 12, 2014 | S | 218 | $6.00 | D | 56,086 | D | |
| Common Stock, par value $0.001 per share | Sep 15, 2014 | S | 704 | $6.00 | D | 55,382 | D | |
| Common Stock, par value $0.001 per share | Oct 9, 2014 | C | 4,870,219 | $0.00 | A | 4,925,601 | D | |
| Common Stock, par value $0.001 per share | Oct 9, 2014 | S | 41,331 | $0.24 | D | 4,884,270 | D | |
| Common Stock, par value $0.001 per share | Oct 10, 2014 | S | 8,300 | $0.24 | D | 4,875,970 | D | |
| Common Stock, par value $0.001 per share | Oct 14, 2014 | S | 5,752 | $0.24 | D | 4,870,218 | D | |
| Common Stock, par value $0.001 per shareF8 | Apr 8, 2015 | A | 55,000 | $0.00 | A | 4,925,218 | D | |
| Common Stock, par value $0.001 per share | Sep 9, 2015 | J | 1,250,000 | $0.00 | D | 3,675,218 | D | |
| Common Stock, par value $0.001 per share | Dec 30, 2015 | J | 1,120,219 | $0.00 | D | 2,554,999 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy) | $2.00 | Dec 31, 2008 | A | 600 | A | Dec 31, 2009 | Dec 31, 2018 | Common Stock, par value $0.001 per share | 600 | 600 | D |
| Warrant (right to buy)F11 | $2,500.00 | Oct 5, 2009 | X | 100 | D | Jun 25, 2008 | Oct 5, 2009 | Series B 10% Convertible Preferred Stock | 100 | 200 | D |
| Series B 10% Convertible Preferred StockF2,F12 | — | Oct 5, 2009 | X | 100 | A | — | — | Common Stock, par value $0.001 per share | 276,243 | 1,006 | D |
| Stock Option (right to buy) | $4.15 | Jan 1, 2010 | A | 4,320 | A | Jan 1, 2011 | Jan 1, 2020 | Common Stock, par value $0.001 per share | 4,320 | 4,320 | D |
| Stock Option (right to buy) | $3.85 | Mar 31, 2010 | A | 80 | A | Mar 31, 2011 | Mar 31, 2020 | Common Stock, par value $0.001 per share | 80 | 80 | D |
| Stock Option (right to buy) | $2.225 | Jun 30, 2010 | A | 80 | A | Jun 30, 2011 | Jun 30, 2020 | Common Stock, par value $0.001 per share | 80 | 80 | D |
| Stock Option (right to buy) | $2.25 | Sep 30, 2010 | A | 80 | A | Sep 30, 2011 | Sep 30, 2020 | Common Stock, par value $0.001 per share | 80 | 80 | D |
| Stock Option (right to buy) | $3.35 | Dec 31, 2010 | A | 4,080 | A | Dec 31, 2011 | Dec 31, 2020 | Common Stock, par value $0.001 per share | 4,080 | 4,080 | D |
| Stock Option (right to buy) | $4.125 | Jan 18, 2012 | A | 4,320 | A | Jan 18, 2012 | Jan 18, 2022 | Common Stock, par value $0.001 per share | 4,320 | 4,320 | D |
| Stock Option (right to buy) | $2.875 | Apr 4, 2013 | A | 6,000 | A | Apr 4, 2014 | Apr 4, 2023 | Common Stock, par value $0.001 per share | 6,000 | 6,000 | D |
| Stock Option (right to buy) | $2.65 | Apr 4, 2013 | A | 3,019 | A | Apr 4, 2014 | Apr 4, 2023 | Common Stock, par value $0.001 per share | 3,019 | 3,019 | D |
| Stock Option (right to buy) | $4.875 | Mar 28, 2014 | A | 6,000 | A | Mar 28, 2015 | Mar 28, 2024 | Common Stock, par value $0.001 per share | 6,000 | 6,000 | D |
| Series B 10% Convertible Preferred StockF2,F12 | — | Aug 15, 2014 | C | 45 | D | — | — | Common Stock, par value $0.001 per share | 124,280 | 1,564 | D |
| Series B 10% Convertible Preferred StockF13,F2 | — | Oct 9, 2014 | C | 1,763 | D | — | — | Common Stock, par value $0.001 per share | 4,870,219 | 0 | D |
| Stock Option (right to buy)F14 | $8.07 | Apr 8, 2015 | A | 6,000 | A | — | Apr 8, 2025 | Common Stock, par value $0.001 per share | 3,000 | 3,000 | D |
Explanation of responses
- F1All transactions reported herein by the Reporting Person were previously filed on the appropriate beneficial ownership forms under the name of James T. Gunton, the General Partner of the Reporting Person. All holdings and stock prices reported in this Form 4, including the footnotes below, reflect the twenty-five-for-one reverse stock split of CytoSorbents Corporation Common Stock, which was effected pursuant to approval of a majority of its stockholders on December 3, 2014.
- F10Cash exercise by the Reporting Person of warrants to purchase shares of Series B Stock at a purchase price of $2,500 per share.
- F11The Reporting Person elected to not exercise the remaining warrants, and such warrants were made available for purchase to other investors.
- F12Includes in-kind dividends paid to the reporting person.
- F13On October 9, 2014, upon the election of the stockholders representing over 93% of the then-issued and outstanding Series B Stock, each share of Series B Stock converted into that number of shares of Common Stock equal to the Series B Stated Value at a conversion price of $0.90 (the "Series B Conversion"). In connection with the Series B Conversion, the Reporting Person was issued a 10% dividend equal to 160.2629 shares of Series B Stock.
- F14Such options were granted pursuant to the CytoSorbents Corporation 2014 Long-Term Incentive Plan, which vested as to 1,500 shares on each of April 8, 2015 and July 8, 2015. The remaining 3,000 shares underlying this stock option grant were forfeited following Mr. Gunton's resignation from the Board of Directors.
- F2Each share of Series B 10% Cumulative Convertible Preferred Stock (the "Series B Stock") had a stated value of $100.00 (the "Series B Stated Value"), and was convertible into that number of shares of Common Stock equal to the Series B Stated Value at a conversion price of $0.90, and had no expiration date.
- F3The price in column 4 is a weighted average price. The prices actually received by the reporting person in this transaction range from $5.925 to $6.25.
- F4The reporting person has provided to the issuer, and the issuer will provide to any security holder of the issuer or the SEC staff, upon request, information regarding the number of shares sold at each price within the range reported.
- F5The price in column 4 is a weighted average price. The prices actually received by the reporting person in this transaction range from $6.00 to $6.25.
- F6The price in column 4 is a weighted average price. The prices actually received by the reporting person in this transaction range from $5.825 to $6.00.
- F7Sales conducted pursuant to a 10b5-1 trading plan effective as of September 9, 2014, as adopted in accordance with rule 10b5-1 of the Securities Exchange Act of 1934, as amended, by the Reporting Person.
- F8These 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.
- F9Represents pro-rata distributions without consideration from this fund to its general partners and limited partners of that number of shares set forth in column 4.