Sec Form 4 Filing - NJTC INVESTMENT FUND, LP @ Cytosorbents Corp - 2008-12-31

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
NJTC INVESTMENT FUND, LP
2. Issuer Name and Ticker or Trading Symbol
Cytosorbents Corp [ CTSO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
1001 BRIGGS ROAD, SUITE 280
3. Date of Earliest Transaction (MM/DD/YY)
12/31/2008
(Street)
MOUNT LAUREL, NJ08054
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, par value $0.001 per share ( 1 ) 08/15/2014 C 124,280 A 124,280 D
Common Stock, par value $0.001 per share 08/26/2014 S 40,000 D $ 6.01 ( 3 ) ( 4 ) 84,280 D
Common Stock, par value $0.001 per share 08/27/2014 S 14,400 D $ 6.1 ( 4 ) ( 5 ) 69,880 D
Common Stock, par value $0.001 per share 08/28/2014 S 8,576 D $ 5.9 ( 4 ) ( 6 ) 61,304 D
Common Stock, par value $0.001 per share 09/05/2014 S 4,000 D $ 6 57,304 D
Common Stock, par value $0.001 per share 09/11/2014 S( 7 ) 1,000 D $ 6 56,304 D
Common Stock, par value $0.001 per share 09/12/2014 S( 7 ) 218 D $ 6 56,086 D
Common Stock, par value $0.001 per share 09/15/2014 S( 7 ) 704 D $ 6 55,382 D
Common Stock, par value $0.001 per share 10/09/2014 C 4,870,219 A $ 0 4,925,601 D
Common Stock, par value $0.001 per share 10/09/2014 S( 7 ) 41,331 D $ 0.24 4,884,270 D
Common Stock, par value $0.001 per share 10/10/2014 S( 7 ) 8,300 D $ 0.24 4,875,970 D
Common Stock, par value $0.001 per share 10/14/2014 S( 7 ) 5,752 D $ 0.24 4,870,218 D
Common Stock, par value $0.001 per share 04/08/2015 A 55,000 ( 8 ) A $ 0 4,925,218 D
Common Stock, par value $0.001 per share 09/09/2015 J( 9 ) 1,250,000 D $ 0 3,675,218 D
Common Stock, par value $0.001 per share 12/30/2015 J( 9 ) 1,120,219 D $ 0 2,554,999 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) $ 2 12/31/2008 A 600 12/31/2009 12/31/2018 Common Stock, par value $0.001 per share 600 $ 0 600 D
Warrant (right to buy) $ 2,500 10/05/2009 X( 10 ) 100 06/25/2008 10/05/2009 Series B 10% Convertible Preferred Stock 100 $ 0 200 ( 11 ) D
Series B 10% Convertible Preferred Stock ( 2 ) 10/05/2009 X( 10 ) 100 ( 2 ) ( 2 ) Common Stock, par value $0.001 per share 276,243 ( 2 ) 1,006.38 ( 12 ) D
Stock Option (right to buy) $ 4.15 01/01/2010 A 4,320 01/01/2011 01/01/2020 Common Stock, par value $0.001 per share 4,320 $ 0 4,320 D
Stock Option (right to buy) $ 3.85 03/31/2010 A 80 03/31/2011 03/31/2020 Common Stock, par value $0.001 per share 80 $ 0 80 D
Stock Option (right to buy) $ 2.225 06/30/2010 A 80 06/30/2011 06/30/2020 Common Stock, par value $0.001 per share 80 $ 0 80 D
Stock Option (right to buy) $ 2.25 09/30/2010 A 80 09/30/2011 09/30/2020 Common Stock, par value $0.001 per share 80 $ 0 80 D
Stock Option (right to buy) $ 3.35 12/31/2010 A 4,080 12/31/2011 12/31/2020 Common Stock, par value $0.001 per share 4,080 $ 0 4,080 D
Stock Option (right to buy) $ 4.125 01/18/2012 A 4,320 01/18/2012 01/18/2022 Common Stock, par value $0.001 per share 4,320 $ 0 4,320 D
Stock Option (right to buy) $ 2.875 04/04/2013 A 6,000 04/04/2014 04/04/2023 Common Stock, par value $0.001 per share 6,000 $ 0 6,000 D
Stock Option (right to buy) $ 2.65 04/04/2013 A 3,019 04/04/2014 04/04/2023 Common Stock, par value $0.001 per share 3,019 $ 0 3,019 D
Stock Option (right to buy) $ 4.875 03/28/2014 A 6,000 03/28/2015 03/28/2024 Common Stock, par value $0.001 per share 6,000 $ 0 6,000 D
Series B 10% Convertible Preferred Stock ( 2 ) 08/15/2014 C 44.9822 ( 2 ) ( 2 ) Common Stock, par value $0.001 per share 124,280 ( 2 ) 1,563.65 ( 12 ) D
Series B 10% Convertible Preferred Stock ( 2 ) 10/09/2014 C 1,763.02 ( 13 ) ( 2 ) ( 2 ) Common Stock, par value $0.001 per share 4,870,219 ( 2 ) 0 D
Stock Option (right to buy) $ 8.07 04/08/2015 A 6,000 ( 14 ) 04/08/2025 Common Stock, par value $0.001 per share 3,000 $ 0 3,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
NJTC INVESTMENT FUND, LP
1001 BRIGGS ROAD
SUITE 280
MOUNT LAUREL, NJ08054
X
Signatures
NJTC Investment Fund, LP, By: /s/ James T. Gunton, General Partner 01/13/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )All transactions reported herein by the Reporting Person were previously filed on the appropriate beneficial ownership forms under the name of James T. Gunton, the General Partner of the Reporting Person. All holdings and stock prices reported in this Form 4, including the footnotes below, reflect the twenty-five-for-one reverse stock split of CytoSorbents Corporation Common Stock, which was effected pursuant to approval of a majority of its stockholders on December 3, 2014.
( 2 )Each share of Series B 10% Cumulative Convertible Preferred Stock (the "Series B Stock") had a stated value of $100.00 (the "Series B Stated Value"), and was convertible into that number of shares of Common Stock equal to the Series B Stated Value at a conversion price of $0.90, and had no expiration date.
( 3 )The price in column 4 is a weighted average price. The prices actually received by the reporting person in this transaction range from $5.925 to $6.25.
( 4 )The reporting person has provided to the issuer, and the issuer will provide to any security holder of the issuer or the SEC staff, upon request, information regarding the number of shares sold at each price within the range reported.
( 5 )The price in column 4 is a weighted average price. The prices actually received by the reporting person in this transaction range from $6.00 to $6.25.
( 6 )The price in column 4 is a weighted average price. The prices actually received by the reporting person in this transaction range from $5.825 to $6.00.
( 7 )Sales conducted pursuant to a 10b5-1 trading plan effective as of September 9, 2014, as adopted in accordance with rule 10b5-1 of the Securities Exchange Act of 1934, as amended, by the Reporting Person.
( 8 )These shares represent restricted stock units and will be settled into common stock upon vesting upon a "Change In Control" of CytoSorbents Corporation as defined in the CytoSorbents Corporation 2014 Long-Term Incentive Plan.
( 9 )Represents pro-rata distributions without consideration from this fund to its general partners and limited partners of that number of shares set forth in column 4.
( 10 )Cash exercise by the Reporting Person of warrants to purchase shares of Series B Stock at a purchase price of $2,500 per share.
( 11 )The Reporting Person elected to not exercise the remaining warrants, and such warrants were made available for purchase to other investors.
( 12 )Includes in-kind dividends paid to the reporting person.
( 13 )On October 9, 2014, upon the election of the stockholders representing over 93% of the then-issued and outstanding Series B Stock, each share of Series B Stock converted into that number of shares of Common Stock equal to the Series B Stated Value at a conversion price of $0.90 (the "Series B Conversion"). In connection with the Series B Conversion, the Reporting Person was issued a 10% dividend equal to 160.2629 shares of Series B Stock.
( 14 )Such options were granted pursuant to the CytoSorbents Corporation 2014 Long-Term Incentive Plan, which vested as to 1,500 shares on each of April 8, 2015 and July 8, 2015. The remaining 3,000 shares underlying this stock option grant were forfeited following Mr. Gunton's resignation from the Board of Directors.

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