Sec Form 4 Filing - PORTNOY DAVID @ CRYO CELL INTERNATIONAL INC - 2013-05-14

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 PORTNOY DAVID 2. Issuer Name and Ticker or Trading Symbol CRYO CELL INTERNATIONAL INC [ CCEL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Co-CEO (Last) (First) (Middle) 700 BROOKER CREEK BOULEVARD, SUITE 1800 3. Date of Earliest Transaction (MM/DD/YY) 05/14/2013 (Street) OLDSMAR, FL34677 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 Common Stock 05/14/2013 P 1,500 A $ 2.08 52,351 I Father-in-Law ( 4 ) Common Stock 05/15/2013 P 500 A $ 2.1 52,851 I Father-in-Law ( 4 ) Common Stock 05/16/2013 P 890 A $ 2.03 53,741 I Father-in-Law ( 4 ) Common Stock 06/18/2013 P 968 A $ 1.91 54,709 I Father-in-Law ( 4 ) Common Stock 06/24/2013 P 2,400 A $ 1.91 57,109 I Father-in-Law ( 4 ) Common Stock 06/25/2013 P 250 A $ 1.91 57,359 I Father-in-Law ( 4 ) Common Stock 07/05/2013 P 1,300 A $ 1.91 58,659 I Father-in-Law ( 4 ) Common Stock 07/09/2013 P 82 A $ 1.85 58,741 I Father-in-Law ( 4 ) Common Stock 08/07/2013 P 3 A $ 1.94 58,744 I Father-in-Law ( 4 ) Common Stock 08/08/2013 P 1,997 A $ 1.94 60,741 I Father-in-Law ( 4 ) Common Stock 10/09/2013 P 3,000 A $ 2.03 63,741 I Father-in-Law ( 4 ) Common Stock 10/30/2013 P 100 A $ 1.9 63,841 I Father-in-Law ( 4 ) Common Stock 10/31/2013 P 465 A $ 1.9 64,306 I Father-in-Law ( 4 ) Common Stock 11/01/2013 P 1,011 A $ 1.9 65,317 I Father-in-Law ( 4 ) Common Stock 01/17/2014 S 5,000 D $ 2 60,317 I Father-in-Law ( 4 ) Common Stock 01/21/2014 S 250 D $ 2.04 60,067 I Father-in-Law ( 4 ) Common Stock 01/23/2014 S 2,750 D $ 2.04 57,317 I Father-in-Law ( 4 ) Common Stock 02/03/2014 S 10,000 D $ 1.97 47,317 I Father-in-Law ( 4 ) Common Stock 02/03/2014 S 8,000 D $ 1.96 39,317 I Father-in-Law ( 4 ) Common Stock 02/04/2014 S 800 D $ 1.95 38,517 I Father-in-Law ( 4 ) Common Stock 91,163 D Common Stock 28,746 I By 401(k) Common Stock 5,529 I As Cust for Daughter Common Stock 6,382 I As Cust for Son Common Stock 76,521 I By Spouse Common Stock 148,224 I By Corporation ( 1 ) Common Stock 78,176 ( 5 ) I By LLC ( 2 ) Common Stock 199,080 I By IRA Common Stock 55,219 I By Corporation 2 ( 3 )

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 Stock Options $ 1.72 12/01/2011 12/01/2021 Common Stock 200,000 200,000 D Stock Options $ 2.9 08/31/2011 08/31/2021 Common Stock 100,000 100,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other PORTNOY DAVID 700 BROOKER CREEK BOULEVARD SUITE 1800 OLDSMAR, FL34677 X Co-CEO Signatures /s/ Steven Lanter, pursuant to power of attorney 03/20/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares of Common Stock held by PartnerCommunity, as to which David I. Portnoy may be deemed the beneficial owner as Chairman of the Board and Secretary and as managing member of Mayim Management, LLC, which may exercise investment and voting discretion over such shares of Common Stock in accordance with the Investment Advisory Agreement. ( 2 )Shares of Common Stock held by Mayim Investments Limited Partnership, as to which David I.Portnoy may be deemed the beneficial owner as the managing member and owner of Mayim Management, LLC, which is the general partner of Mayim Management Limited Partnership, which is the general partner of Mayim Investment Limited Partnership. ( 3 )Shares of Common Stock held by uTIPu, Inc., as to which David I. Portnoy may be deemed the beneficial owner as Chairman of the Board and Secretary. ( 4 )Transactions occurred in an account which was subsequently determined to possibly be attributable to David I. Portnoy. Accordingly, multiple sales in this account were matchable against various purchases (both in and out of this account) under Section 16(b) of the Securities Exchange Act of 1934, as amended. Mr. Portnoy has agreed to pay the Issuer $4,256.61, representing the full amount of profit realized in connection with the short-swing transactions. ( 5 )Reflects distribution of shares as the result of a partner leaving Mayim Investments Limited Partnership, outside the control of Mr. Portnoy.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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