SEC Form 4 · accession 0001144204-16-107734
Cytosorbents Corp · CTSO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kathleen P. Bloch
Officer — Chief Financial Officer
Period of report
Jun 7, 2016
Accepted (ET)
Jun 9, 2016 · 5:09 pm EDT
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 StockF1 | Jun 7, 2016 | A | 21,000 | $0.00 | A | 23,125 | D | |
| Common StockF2 | Jun 7, 2016 | A | 47,000 | $0.00 | A | 70,125 | D | |
| Common StockF3 | holding | — | — | — | 7,000 | I | See Footnote |
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)F4 | $8.07 | Jun 7, 2016 | A | 5,600 | A | — | Apr 8, 2025 | Common Stock | 5,600 | 5,600 | D |
| Stock Option (right to buy)F5 | $4.69 | Jun 7, 2016 | A | 77,500 | A | — | Jun 7, 2026 | Common Stock | 77,500 | 77,500 | D |
Explanation of responses
- F1These 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.
- F2These 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.
- F3The shares are held by the reporting person's husband in a 401(k) account, and as such, the reporting person may be deemed the beneficial owner of such shares.
- F4On April 8, 2015, the reporting person was granted an option to purchase 56,000 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 5,600 shares underlying this option.
- F5Such 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.