Sec Form 4/A Filing - Portnoy Mark L. @ CRYO CELL INTERNATIONAL INC - 2021-12-22

FORM 4/A 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 Portnoy Mark L. 2. Issuer Name and Ticker or Trading Symbol CRYO CELL INTERNATIONAL INC [ CCEL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Co-CEO (Last) (First) (Middle) 700 BROOKER CREEK BLVD, SUITE 1800 3. Date of Earliest Transaction (MM/DD/YY) 12/22/2021 (Street) OLDSMAR, FL34677 4. If Amendment, Date Original Filed (MM/DD/YY) 02/08/2022 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 42,266 I By 401K Common Stock 71,529 I By Partnership( 1 ) Common Stock 762,514 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 $ 3.14 04/15/2016 04/15/2026 Common Stock 59,459 59,459 D Stock Option $ 7.92 03/08/2018 03/08/2028 Common Stock 20,000 20,000 D Stock Option $ 7.53 08/30/2019 08/30/2029 Common Stock 22,222 22,222 D Stock Option $ 7.28 12/20/2019( 2 ) 12/20/2029 Common Stock 20,000 20,000 D Stock Option $ 13.5 12/22/2021 A 20,000 12/22/2021( 3 ) 12/22/2024 Common Stock 20,000 $ 13.5 20,000 D Stock Option $ 12.27 12/22/2021 A 100,000 12/22/2021( 4 ) 12/22/2028 Common Stock 100,000 $ 12.27 100,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Portnoy Mark L. 700 BROOKER CREEK BLVD SUITE 1800 OLDSMAR, FL34677 X X Co-CEO Signatures /s/ Mark Portnoy 02/08/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares of Common Stock held by Capital Asset Fund #1 Limited Partnership, as to which Mark L. Portnoy may be deemed the beneficial owner as its general partner. ( 2 )Stock options will vest 1/3 on the date of grant, 1/3 on December 1, 2020 and 1/3 on December 1, 2021. ( 3 )The reporting person is amending his Form 4 filed on December 27, 2021 to correct an inadvertent error in reporting the exercise price of the Incentive Stock Option due to the reporting person being a 10% shareholder. Stock options vest 1/3 on the date of grant, 1/3 on December 22, 2022 and 1/3 on December 22, 2023. ( 4 )Stock options vest immediately if the price of the Company's stock reaches $25.00 per share during the seven-year option term.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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