Sec Form 4 Filing - BERMAN RICHARD J @ Cryoport, Inc. - 2016-01-30

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 BERMAN RICHARD J 2. Issuer Name and Ticker or Trading Symbol Cryoport, Inc. [ CYRX] 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) C/O CRYOPORT INC., 20382 BARENTS SEA CIRCLE 3. Date of Earliest Transaction (MM/DD/YY) 01/30/2016 (Street) LAKE FOREST, CA92630 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 01/30/2016 C( 1 )( 2 ) 8,138 A 8,138 I By wife Common Stock 21,396 D

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 Class B Preferred Stock ( 1 ) ( 2 ) 01/30/2016 C( 1 )( 2 ) 1,667 05/12/2015 ( 3 ) Common Stock ( 1 ) ( 2 ) ( 1 ) ( 2 ) 0 I By wife Warrant to purchase common stock $ 3.57 01/30/2016 C( 1 )( 2 ) 8,138 01/30/2016 07/29/2020 Common Stock 8,138 ( 1 ) ( 2 ) 8,138 ( 4 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BERMAN RICHARD J C/O CRYOPORT INC. 20382 BARENTS SEA CIRCLE LAKE FOREST, CA92630 X Signatures /s/ Richard J. Berman 02/02/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On January 30, 2016, Cryoport, Inc. (the "Company") caused the mandatory exchange of all its outstanding Class A Preferred Stock and Class B Preferred Stock in accordance with the certificates of designation for such preferred stock (the "Mandatory Exchange"). As a result, the 1,667 shares of Class B Preferred Stock held by the reporting person were mandatorily exchanged into 8,138 units, comprised of: (i) 8,138 shares of the Company's common stock ("Common Stock") and (ii) 8,138 warrants, each warrant representing the right to purchase one share of Common Stock ("Warrant") (as described in Table II of this report). Pursuant to the certificates of designation, the Mandatory Exchange was triggered upon the completion of the Company's public offering of 2,090,750 units (each unit consisting of one share of Common Stock and one Warrant) in July 29, 2015, and occurred on the day that was six (6) months and one (1) day after the closing of such offering. ( 2 )The exchange rate for the Class B Preferred Stock was determined by: (i) multiplying the number of shares of Class B Preferred Stock to be exchanged by $12; (ii) adding to the result all dividends then accrued but unpaid on such shares of Class B Preferred Stock to be exchanged; then (iii) dividing the result by $2.60 (which is eighty percent (80%) of the price per unit issued in the Company's public offering of 2,090,750 units). ( 3 )The Class B Preferred Stock had no expiration date. ( 4 )The number of warrants beneficially owned relates only to the specific title of derivative security indicated in column 1 and does not include direct ownership of warrants to purchase 1,112 shares of common stock held indirectly through reporting person's wife or options to purchase 134,134 shares of common stock that have different terms than the warrants reflected in Table II.

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