Sec Form 4 Filing - HOLMES E CARMACK @ CYTORI THERAPEUTICS, INC. - 2014-05-19

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person HOLMES E CARMACK 2. Issuer Name and Ticker or Trading Symbol CYTORI THERAPEUTICS, INC. [ CYTX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 3020 CALLAN ROAD 3. Date of Earliest Transaction (MM/DD/YY) 05/19/2014 (Street) SAN DIEGO, CA92121 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Restricted Stock Award (Common Stock) ( 1 ) 05/19/2014 A 2,867 A $ 0 13,417 D Common Stock 6,100 D Common Stock 37,401 I By Trust ( 2 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HOLMES E CARMACK 3020 CALLAN ROAD SAN DIEGO, CA92121 X Signatures Jonathan E. Soneff, By Power of Attorney For: E. Carmack Holmes 05/20/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Restricted Stock Award ("Award") was granted to the board members in lieu of 25% of future estimated cash compensation for their services in the second, third and fourth quarters of 2014. The Award vests in full on January 2, 2015, unless Mr. Holmes voluntarily resigns prior to 1/2/2015, or if he is nominated, but declines to stand for re-election at the Company's 2014 Annual Meeting. Vesting of the Award will be accelerated upon Mr. Holmes' death or failure to be re-elected at the Company's 2014 Annual Meeting. ( 2 )These shares are held of record by E. Carmack Holmes & Carolyn K Holmes TTEE, Holmes Living Trust DD 05/15/92.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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