SEC Form 4 · accession 0001144204-18-042396
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
Aug 3, 2018
Accepted (ET)
Aug 7, 2018 · 3:18 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 3, 2018 | M | 10,000 | $2.875 | A | 260,004 | D | |
| Common Stock | Aug 3, 2018 | S | 200 | $12.85 | D | 259,804 | D | |
| Common Stock | Aug 3, 2018 | S | 6,200 | $12.75 | D | 253,604 | D | |
| Common StockF5,F2 | Aug 3, 2018 | S | 3,600 | $12.151 | D | 250,004 | D | |
| Common StockF3 | holding | — | — | — | 9,000 | 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 | $2.875 | Aug 3, 2018 | M | 10,000 | D | — | Apr 4, 2023 | Common Stock | 10,000 | 10,000 | D |
Explanation of responses
- F1The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 23, 2017 (the "Trading Plan").
- F2Includes (i) the following RSUs that will be settled into common stock upon a "Change In Control" of CytoSorbents Corporation (the "Company"), as defined in the 2014 Long-Term Incentive Plan (the "Plan"): (a) 15,700 RSUs granted on February 24, 2017, (b) 47,000 RSUs granted on June 7, 2016, (c) 110,000 RSUs granted on April 8, 2015, and (d) 8,800 RSUs granted on March 15, 2018, (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) 10,938 of the RSUs granted to the reporting person on February 24, 2017 and unvested as of the date hereof, and (b) 23,134 RSUs granted on February 28, 2018 and unvested as of the date hereof and (iii) 34,432 shares of common stock owned by the reporting person.
- F3These 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.
- F4These options became exercisable upon the achievement of certain milestones connected to the Company's operations, as determined by the Company's Board of Directors.
- F5The reporting person received an additional $0.599 per share pursuant to the terms of the Trading Plan.