SEC Form 4 · accession 0001144204-18-064025
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
Dec 7, 2018
Accepted (ET)
Dec 11, 2018 · 2:06 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 StockF1 | Dec 7, 2018 | M | 89,337 | $2.10 | A | 527,618 | D | |
| Common StockF2,F1 | Dec 7, 2018 | S | 24,337 | $9.3695 | D | 503,281 | 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)F3 | $2.10 | Dec 7, 2018 | M | 89,337 | A | — | Jan 8, 2019 | Common Stock | 89,337 | 0 | 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 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 $9.2350 to $9.7500, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, 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.
- 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, (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.