SEC Form 4 · accession 0001144204-18-042169
Cytosorbents Corp · CTSO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Vincent Capponi
Officer — Chief Operating Officer
Period of report
Aug 2, 2018
Accepted (ET)
Aug 6, 2018 · 5:21 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 Stock | Aug 2, 2018 | M | 2,835 | $3.45 | A | 335,603 | D | |
| Common Stock | Aug 2, 2018 | S | 2,835 | $13.00 | D | 332,768 | D | |
| Common Stock | Aug 3, 2018 | M | 7,600 | $3.45 | A | 340,368 | D | |
| Common StockF4,F2 | Aug 3, 2018 | S | 7,600 | $13.08 | D | 332,768 | 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 | $3.45 | Aug 2, 2018 | M | 2,835 | D | May 5, 2010 | May 5, 2020 | Common Stock | 2,835 | 58,465 | D |
| Stock Option (right to buy)F3 | $3.45 | Aug 3, 2018 | M | 7,600 | D | May 5, 2010 | May 5, 2020 | Common Stock | 7,600 | 50,865 | D |
Explanation of responses
- F1Stock option exercise and open market sale conducted pursuant to a 10b5-1 trading plan adopted by the Reporting Person in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.
- F2Includes (i) the following RSUs that will be settled into common stock upon vesting upon a "Change In Control" of the Company: (a) 17,900 RSUs granted on February 24, 2017, (b) 54,000 RSUs granted on June 7, 2016, (c) 125,000 RSUs granted on April 8, 2015 and (d) 10,100 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) 11,980 of the RSUs granted to the reporting person on February 24, 2017 and unvested as of the date hereof, and (b) 25,334 RSUs granted on February 28, 2018 and unvested as of the date hereof and (iii) 88,454 shares of common stock owned by the reporting person.
- F3These stock options vested at the discretion of the Company's Board of Directors based on satisfying certain criteria including a timely completion of the sepsis trial, raising capital for the Company, and partnering and business development. The options did not vest on May 5, 2010.
- F4The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.00 to $13.35. The reporting person undertakes to provide to the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.