Sec Form 4 Filing - Deliargyris Efthymios @ Cytosorbents Corp - 2022-08-10

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, 305 COLLEGE ROAD EAST
3. Date of Earliest Transaction (MM/DD/YY)
08/10/2022
(Street)
PRINCETON, NJ08540
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 08/10/2022 A 55,000( 7 ) A $ 0 228,384 D
Common Stock 08/10/2022 A 52,000( 1 ) A $ 0 283,384( 2 )( 3 )( 4 ) 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) $ 1.95 08/10/2022 A 74,000 ( 5 ) 08/10/2032 Common Stock 74,000 $ 0 74,000 D
Stock Option (right to buy) $ 1.95 08/10/2022 A 300,000 ( 6 ) 08/10/2032 Common Stock 300,000 $ 0 300,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Deliargyris Efthymios
C/O CYTOSORBENTS CORPORATION
305 COLLEGE ROAD EAST
PRINCETON, NJ08540
Chief Medical Officer
Signatures
/s/ Kathleen P. Bloch attorney-in-fact for Efthymios Deliargyris 08/10/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These shares represent restricted stock units ("RSUs") which shall vest as to one-third of the award on each of the date of grant, the first anniversary of the date of grant, and the second anniversary of the date of grant, subject to the reporting person's continued service as of the applicable vesting date, and will be settled into common stock, par value $0.001 per share (the "Common Stock") upon vesting.
( 2 )Includes (a) (i) 120,000 RSUs granted on April 9, 2020 and (ii) 55,000 RSUs granted on August 10, 2022 and reported on this Form 4, in each case that will be settled into Common Stock upon vesting upon a "Change In Control" of CytoSorbents Corporation (the "Company") as defined in the Amended and Restated CytoSorbents Corporation 2014 Long-Term Incentive Plan (the "Plan";
( 3 )(continued from footnote 2) (b) the following RSUs (which vest as to one-third of the award on each of the date of grant, the first anniversary of the date of grant, and the second anniversary of the date of grant, subject to the reporting person's continued service as of the applicable vesting date) and will settle into Common Stock upon vesting: (a) 13,334 RSUs granted on April 12, 2021 and unvested on the date hereof; (b) 20,000 RSUs granted on April 9, 2020 and unvested on the date hereof and (c) 52,000 RSUs granted on August 10, 2022 reported on this Form 4 and unvested on the date hereof; and
( 4 )(continued from footnote 3) (c) 23,050 shares of Common Stock owned by the reporting person.
( 5 )These stock options were granted pursuant to the Plan. The shares underlying these stock options vest as to one-quarter of the award on each of the date of grant, the first anniversary of the date of grant, the second anniversary of the date of grant and the third anniversary of the date of grant, subject to the reporting person's continued service as of the applicable vesting date.
( 6 )These stock options were granted pursuant to the Plan. The shares underlying these stock options will vest only upon the achievement of certain milestones before December 31, 2025. Specifically, (i) 100,000 options will vest if the Company obtains one U.S. Food and Drug Administration approval for its product DrugSorb, (ii) 50,000 options will vest if the Company obtains a second U.S. Food and Drug Administration approval for its product DrugSorb, (iii) 60,000 options will vest if the Company achieves $80 million or more in annual ex-U.S. sales, (iv) 60,000 options will vest if the Company achieves $20 million or more in annual U.S. sales, and (v) 30,000 options will vest if the Company achieves U.S. GAAP breakeven.
( 7 )These shares represent RSUs that will vest upon a "Change in Control" of the Company as defined in the Plan.

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