Sec Form 3 Filing - D'Amico Alex @ Cytosorbents Corp - 2023-08-07

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
D'Amico Alex
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 Financial Officer
(Last) (First) (Middle)
C/O CYTOSORBENTS CORPORATION, 305 COLLEGE ROAD EAST
3. Date of Earliest Transaction (MM/DD/YY)
08/07/2023
(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 210,000 ( 1 ) 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) $ 3.48 ( 2 ) 07/10/2033 Common Stock 70,000 D
Stock Option (right to buy) $ 3.48 ( 3 ) 07/10/2033 Common Stock 215,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
D'Amico Alex
C/O CYTOSORBENTS CORPORATION
305 COLLEGE ROAD EAST
PRINCETON, NJ08540
Chief Financial Officer
Signatures
/s/ Alexander D'Amico, by attorney-in-fact Kathleen P. Bloch 08/15/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Consists of (a) 45,000 restricted stock units ("RSUs"), which will vest 1/2 on the first anniversary of the date of grant and 1/2 on the second anniversary of the date of grant, subject to the executive officer's continued service with the Company as of the applicable vesting date, (b) 15,000 RSUs which will vest either upon a Change of Control or will cliff vest on the second anniversary of the date of grant, subject to the executive officer's continued service with the Company as of the applicable vesting date and (c) 150,000 RSUs which will vest only upon a Change in Control, as defined in the Amended and Restated CytoSorbents Corporation 2014 Long-Term Incentive Plan (the "Plan"), subject to the executive officer's continued service with the Company as of the applicable vesting date.
( 2 )These stock options ("Annual ISOs") were granted pursuant to the Plan and will vest in accordance with the following schedule, in each case, subject to the executive officer's continued service with the Company as of the applicable vesting date: 25,000 Annual ISOs upon the six-month anniversary of the date of grant and 15,000 Annual ISOs upon each of the first, second and third anniversaries of the date of grant.
( 3 )These stock options ("Performance ISOs") were granted pursuant to the Plan and will vest only upon the achievement of certain milestones pursuant to the terms of the Company's existing 2022-2025 performance pool in place for the Company's management team, subject to the executive officer's continued service with the Company as of the applicable vesting date.

Remarks:
Exhibit 24 - Power of Attorney

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