SEC Form 4 · accession 0001144204-18-015716
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
Mar 15, 2018
Accepted (ET)
Mar 19, 2018 · 8:50 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,F2 | Mar 15, 2018 | A | 10,300 | $0.00 | A | 440,713 | 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)F3 | $7.90 | Mar 15, 2018 | A | 117,750 | A | — | Mar 15, 2028 | Common Stock | 117,750 | 117,750 | D |
Explanation of responses
- F1These shares represent restricted stock units ("RSUs") that will be settled into common stock upon vesting upon a "Change In Control" of CytoSorbents Corporation (the "Company"), as defined in the CytoSorbents Corporation 2014 Long-Term Incentive Plan (the "Plan").
- F2Includes (i) the following RSUs that will be settled into common stock upon vesting upon a "Change In Control," as defined in the Plan: (a) 18,700 RSUs granted on February 24, 2017, (b) 57,000 RSUs granted on June 7, 2016, (c) 130,000 RSUs granted on April 8, 2015, and (d) 10,300 RSUs granted on March 15, 2018 and reported on this Form 4, (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 (iii) 159,504 shares of common stock owned by the reporting person.
- F3Such options were granted pursuant to the Plan, and shall vest upon achievement of certain performance goals as determined in the discretion of the Board of Directors of the Company.