Sec Form 4 Filing - SHELTON JERRELL @ Cryoport, Inc. - 2016-02-03

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 SHELTON JERRELL 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 X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) 980 OVERTON LEA ROAD 3. Date of Earliest Transaction (MM/DD/YY) 02/03/2016 (Street) NASHVILLE, TN37220 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

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 Option to Purchase Common Stock $ 3.06 02/03/2016 D 827,000 ( 1 ) 08/19/2025 Common Stock 827,000 ( 1 ) 0 D Option to Purchase Common Stock $ 5 02/03/2016 A 827,000 ( 1 ) 08/19/2025 Common Stock 827,000 ( 1 ) 827,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SHELTON JERRELL 980 OVERTON LEA ROAD NASHVILLE, TN37220 X Chief Executive Officer Signatures /s/ Jerrell Shelton 02/03/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The transactions reported above reflect an amendment to the terms of the reporting person's outstanding stock option award to increase the exercise price of the option from $3.06 to $5.00. The option was originally granted on November 20, 2015 and provides that 1/48 of the option vests on the 19th of each month for forty-eight months beginning on August 19, 2015. All other terms and conditions of the option remain the same.

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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