SEC Form 4 · accession 0001144204-18-048704

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

Sep 5, 2018

Accepted (ET)

Sep 7, 2018 · 9:55 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
Common Stock^F1	Sep 5, 2018	M	600	$2.00	A	438,881	D
Common Stock^F1	Sep 5, 2018	M	5,187	$2.10	A	444,068	D
Common Stock^F1	Sep 6, 2018	M	2,900	$2.10	A	446,968	D
Common Stock^F1	Sep 7, 2018	M	2,731	$2.10	A	449,699	D
Common Stock^F1	Sep 5, 2018	S	600	$14.85	D	449,099	D
Common Stock^F1	Sep 5, 2018	S	5,187	$14.85	D	443,912	D
Common Stock^F1	Sep 6, 2018	S	2,900	$14.75	D	441,012	D
Common Stock^F2,F1	Sep 7, 2018	S	2,731	$14.11	D	438,281	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Non-Statutory Stock Option (right to buy)	$2.00	Sep 5, 2018	M	600	A	Dec 31, 2008	Dec 31, 2018	Common Stock	600	0	D
Non-Statutory Stock Option (right to buy)^F3	$2.10	Sep 5, 2018	M	5,187	A	—	Jan 8, 2019	Common Stock	5,187	94,968	D
Non-Statutory Stock Option (right to buy)^F3	$2.10	Sep 6, 2018	M	2,900	A	—	Jan 8, 2019	Common Stock	2,900	92,068	D
Non-Statutory Stock Option (right to buy)^F3	$2.10	Sep 7, 2018	M	2,731	A	—	Jan 8, 2019	Common Stock	2,731	89,337	D

Explanation of responses

F1Includes (i) the following restricted stock units (RSUs) that will be settled into common stock upon vesting upon a "Change In Control," as defined in the CytoSorbents Corporation 2014 Long-Term Incentive 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, (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 RSUs granted on February 24, 2017 which are unvested as of the date hereof, and (b) 28,667 RSUs granted on February 28, 2018 which are unvested as of the date hereof and (iii) shares of common stock owned by the reporting person.
F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.10 to $14.15, inclusive.
F3The option, representing a right to purchase a total of 100,155 shares, became exercisable per the following vesting schedule: fifty percent (50%) of the shares of common stock underlying the option vested on January 8, 2009, with the remaining fifty percent (50%) vesting at the discretion of the Issuer's Compensation Committee based on criteria including (but not limited to) success relative to (i) a timely completion of the Issuer's sepsis trial, (ii) raising capital for the Issuer, and (iii) partnering and business development; provided, however, that, in no event shall the vesting of all of the remaining fifty percent (50%) occur later than January 1, 2010.