SEC Form 4 · accession 0001144204-17-011829
Cytosorbents Corp · CTSO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Phillip P. Chan
Officer — President and CEO · Director
Period of report
Feb 24, 2017
Accepted (ET)
Feb 28, 2017 · 5:19 pm 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 StockF1,F2 | Feb 24, 2017 | A | 40,625 | $0.00 | A | 184,207 | D | |
| Common StockF3,F4 | Feb 24, 2017 | A | 18,700 | $0.00 | A | 389,907 | 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)F5 | $5.60 | Feb 24, 2017 | A | 112,000 | A | — | Feb 24, 2027 | Common Stock | 112,000 | 112,000 | 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.
- F2Includes (i) 40,625 restricted stock units granted on February 24, 2017 and reported on this Form 4, (ii) 26,000 restricted stock units granted on June 7, 2016, subject to vesting in accordance with the schedule set forth in (1) above and (iii) 117,582 shares of common stock owned by the reporting person.
- F3These 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.
- F4Includes (i) 18,700 restricted stock units granted on February 24, 2017 and reported on this Form 4, (ii) 57,000 restricted stock units granted on June 7, 2016, subject to vesting in accordance with the schedule set forth in (3) above, (iii) 130,000 restricted stock units granted on April 8, 2015, subject to vesting in accordance with the schedule set forth in (3) above and (iv) the restricted stock units described in (2) above.
- 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.