Sec Form 4 Filing - Deliargyris Efthymios @ Cytosorbents Corp - 2020-04-12

Insider filing report for Changes in Beneficial Ownership
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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
Deliargyris Efthymios
2. Issuer Name and Ticker or Trading Symbol
Cytosorbents Corp [ CTSO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Medical Officer
(Last) (First) (Middle)
C/O CYTOSORBENTS CORPORATION, 7 DEER PARK DRIVE, SUITE K
3. Date of Earliest Transaction (MM/DD/YY)
04/12/2020
(Street)
MONMOUTH JUNCTION, NJ08852
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 04/12/2020( 1 ) A 140,000 ( 2 ) A $ 0 140,000 ( 2 ) 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
Stock Option (right to buy) $ 6.59 04/12/2020( 1 ) A 85,500 ( 3 ) 04/12/2030 Common Stock 85,500 $ 0 85,500 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Deliargyris Efthymios
C/O CYTOSORBENTS CORPORATION
7 DEER PARK DRIVE, SUITE K
MONMOUTH JUNCTION, NJ08852
Chief Medical Officer
Signatures
/s/ Kathleen P. Bloch, attorney-in-fact for Efthymios Deliargyris 05/05/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Dr. Deliargyris was appointed as Chief Medical Officer of CytoSorbents Corporation (the "Company"), effective May 1, 2020. This Form 4 is being filed to report certain transactions made in connection with that certain Employment Agreement, dated April 12, 2020, by and between Dr. Deliargyris and the Company (the "Employment Agreement").
( 2 )Reflects the grant of (i) 120,000 restricted stock units, which shall fully vest as of and only upon a Change of Control (as defined in the Employment Agreement) and subject to the Reporting Person's continued employment as of the consummation of the Change of Control and (ii) 20,000 restricted stock units, which vest upon the earlier of (a) a Change of Control and (b) April 12, 2024, in each case, subject to the Reporting Person's continued employment as of the applicable vesting date. The restricted stock units will automatically settle into shares of the Company's common stock, $0.001 par value per share (the "Common Stock") upon vesting.
( 3 )Reflects the grant of a stock option to purchase 85,500 shares of the Company's Common Stock. The shares underlying the stock option will vest over four years from the date of the grant, with (i) 30,000 shares underlying such option vesting immediately on the date of grant and becoming exercisable on October 12, 2020, and (ii) the remaining 55,000 shares underlying such option vesting and becoming exercisable in three approximately equal installments on the first, second and third anniversary of the date of grant, in each case, subject to the Reporting Person's employment on the applicable vesting date.

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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