Sec Form 4 Filing - Chan Phillip P. @ Cytosorbents Corp - 2019-08-15

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
Chan Phillip P.
2. Issuer Name and Ticker or Trading Symbol
Cytosorbents Corp [ CTSO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President and CEO
(Last) (First) (Middle)
C/O CYTOSORBENTS CORPORATION, 7 DEER PARK DRIVE, SUITE K
3. Date of Earliest Transaction (MM/DD/YY)
08/15/2019
(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 08/15/2019 M 75,000 A $ 3.45 641,188 ( 1 ) ( 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) $ 3.45 08/15/2019 M 75,000 ( 3 ) 05/05/2020 Common Stock 75,000 $ 0 14,100 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Chan Phillip P.
C/O CYTOSORBENTS CORPORATION
7 DEER PARK DRIVE, SUITE K
MONMOUTH JUNCTION, NJ08852
X President and CEO
Signatures
/s/ Kathleen P. Bloch attorney-in-fact for Phillip P. Chan 08/19/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes: (i) the following restricted stock units ("RSUs") that will be settled into common stock upon vesting upon a "Change In Control" of the issuer as defined in the Amended and Restated CytoSorbents Corporation 2014 Long-Term Incentive Plan as follows: (a) 10,300 RSUs granted on March 15, 2018, (b) 18,700 RSUs granted on February 24, 2017, (c) 57,000 RSUs granted on June 7, 2016 and (d) 130,000 RSUs granted on April 8, 2015;
( 2 )(ii) the following RSUs subject to vesting in three equal annual installments with the first of such vesting beginning on the date of grant, subject to the reporting person's continued service as of the applicable vesting date, and that will be settled into common stock upon vesting: (a) 40,000 RSUs granted on July 22, 2019 which are unvested as of the date hereof, (b) 3,667 RSUs granted on March 4, 2019 which are unvested as of the date hereof, and (c) 14,334 RSUs granted on February 28, 2018 which are unvested as of the date hereof; and (iii) 367,187 shares of common stock owned by the reporting person, inclusive of the 75,000 shares of common stock reported on this Form 4.
( 3 )On May 5, 2010 the reporting person was granted an option to purchase a total of 134,000 shares of common stock (after giving effect to the issuer's twenty-five-for-one reverse split) which was to vest at the discretion of the issuer's Board of Directors based on satisfying certain criteria including, but not limited to, timely completion of the sepsis trial, raising capital for the issuer, and partnering and business development. The issuer's Board of Directors subsequently determined that approximately two-thirds of such performance criteria was achieved, resulting in vesting of 89,100 shares underlying the option.

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