SEC Form 4 · accession 0001144204-18-012634
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 28, 2018
Accepted (ET)
Mar 2, 2018 · 6:43 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 StockF2,F3 | Feb 28, 2018 | A | 43,000 | $0.00 | A | 430,413 | 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)F1 | $5.60 | Feb 28, 2018 | A | 95,200 | A | — | Feb 24, 2027 | Common Stock | 95,200 | 95,200 | D |
Explanation of responses
- F1On February 24, 2017, the reporting person was granted an option to purchase 112,000 shares of Common Stock pursuant to the CytoSorbents Corporation 2014 Long-Term Incentive Plan (the "Plan"), which was to vest upon achievement of certain performance goals as determined in the discretion of the Compensation Committee of the Board of Directors of CytoSorbents Corporation (the "Company"). This grant was reported on a Form 4 filed on February 28, 2017. On February 28, 2018, the Compensation Committee of the Board of Directors of the Company determined that 85% of such performance criteria was achieved during 2017, resulting in vesting of 95,200 shares underlying this option.
- F2These 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.
- F3Includes (i) the following restricted stock units ("RSUs") that will be settled into common stock upon vesting upon a "Change In Control" of Company, as defined in the Plan: (a) 18,700 RSUs granted on February 24, 2017, (b) 57,000 RSUs granted on June 7, 2016, and (c) 130,000 RSUs granted on April 8, 2015, (ii) the following RSUs subject to vesting 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: (a) 13,542 of the RSUs granted to the reporting person on February 24, 2017 which are unvested as of the date hereof, (b) 8,667 of the RSUs granted on June 7, 2016 which are unvested as of the date hereof, and (c) 43,000 RSUs granted on February 28, 2018 and reported on this Form 4 and (iii) 159,504 shares of common stock owned by the reporting person.