Filing Details
- Accession Number:
- 0001144204-16-075397
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2016-01-13 11:58:34
- Reporting Period:
- 2008-12-31
- Filing Date:
- 2016-01-13
- Accepted Time:
- 2016-01-13 11:58:34
- SEC Url:
- Form 4 Filing
Issuer
| Cik | Name | Symbol | Sector (SIC) | IRS No |
|---|---|---|---|---|
| 1175151 | Cytosorbents Corp | CTSO | Surgical & Medical Instruments & Apparatus (3841) | 980373793 |
Insiders
| Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
|---|---|---|---|---|---|---|---|
| 1653353 | Njtc Investment Fund, Lp | 1001 Briggs Road Suite 280 Mount Laurel NJ 08054 | No | No | Yes | No |
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock, Par Value $0.001 Per Share | Acquisiton | 2014-08-15 | 124,280 | $0.00 | 124,280 | No | 4 | C | Direct | |
| Common Stock, Par Value $0.001 Per Share | Disposition | 2014-08-26 | 40,000 | $6.01 | 84,280 | No | 4 | S | Direct | |
| Common Stock, Par Value $0.001 Per Share | Disposition | 2014-08-27 | 14,400 | $6.10 | 69,880 | No | 4 | S | Direct | |
| Common Stock, Par Value $0.001 Per Share | Disposition | 2014-08-28 | 8,576 | $5.90 | 61,304 | No | 4 | S | Direct | |
| Common Stock, Par Value $0.001 Per Share | Disposition | 2014-09-05 | 4,000 | $6.00 | 57,304 | No | 4 | S | Direct | |
| Common Stock, Par Value $0.001 Per Share | Disposition | 2014-09-11 | 1,000 | $6.00 | 56,304 | No | 4 | S | Direct | |
| Common Stock, Par Value $0.001 Per Share | Disposition | 2014-09-12 | 218 | $6.00 | 56,086 | No | 4 | S | Direct | |
| Common Stock, Par Value $0.001 Per Share | Disposition | 2014-09-15 | 704 | $6.00 | 55,382 | No | 4 | S | Direct | |
| Common Stock, Par Value $0.001 Per Share | Acquisiton | 2014-10-09 | 4,870,219 | $0.00 | 4,925,601 | No | 4 | C | Direct | |
| Common Stock, Par Value $0.001 Per Share | Disposition | 2014-10-09 | 41,331 | $0.24 | 4,884,270 | No | 4 | S | Direct | |
| Common Stock, Par Value $0.001 Per Share | Disposition | 2014-10-10 | 8,300 | $0.24 | 4,875,970 | No | 4 | S | Direct | |
| Common Stock, Par Value $0.001 Per Share | Disposition | 2014-10-14 | 5,752 | $0.24 | 4,870,218 | No | 4 | S | Direct | |
| Common Stock, Par Value $0.001 Per Share | Acquisiton | 2015-04-08 | 55,000 | $0.00 | 4,925,218 | No | 4 | A | Direct | |
| Common Stock, Par Value $0.001 Per Share | Disposition | 2015-09-09 | 1,250,000 | $0.00 | 3,675,218 | No | 4 | J | Direct | |
| Common Stock, Par Value $0.001 Per Share | Disposition | 2015-12-30 | 1,120,219 | $0.00 | 2,554,999 | No | 4 | J | Direct |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | C | Direct | |
| No | 4 | S | Direct | |
| No | 4 | S | Direct | |
| No | 4 | S | Direct | |
| No | 4 | S | Direct | |
| No | 4 | S | Direct | |
| No | 4 | S | Direct | |
| No | 4 | S | Direct | |
| No | 4 | C | Direct | |
| No | 4 | S | Direct | |
| No | 4 | S | Direct | |
| No | 4 | S | Direct | |
| No | 4 | A | Direct | |
| No | 4 | J | Direct | |
| No | 4 | J | Direct |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Common Stock, Par Value $0.001 Per Share | Stock Option (right to buy) | Acquisiton | 2008-12-31 | 600 | $0.00 | 600 | $2.00 |
| Series B 10% Convertible Preferred Stock | Warrant (right to buy) | Disposition | 2009-10-05 | 100 | $0.00 | 100 | $2,500.00 |
| Common Stock, Par Value $0.001 Per Share | Series B 10% Convertible Preferred Stock | Acquisiton | 2009-10-05 | 100 | $0.00 | 276,243 | $0.00 |
| Common Stock, Par Value $0.001 Per Share | Stock Option (right to buy) | Acquisiton | 2010-01-01 | 4,320 | $0.00 | 4,320 | $4.15 |
| Common Stock, Par Value $0.001 Per Share | Stock Option (right to buy) | Acquisiton | 2010-03-31 | 80 | $0.00 | 80 | $3.85 |
| Common Stock, Par Value $0.001 Per Share | Stock Option (right to buy) | Acquisiton | 2010-06-30 | 80 | $0.00 | 80 | $2.23 |
| Common Stock, Par Value $0.001 Per Share | Stock Option (right to buy) | Acquisiton | 2010-09-30 | 80 | $0.00 | 80 | $2.25 |
| Common Stock, Par Value $0.001 Per Share | Stock Option (right to buy) | Acquisiton | 2010-12-31 | 4,080 | $0.00 | 4,080 | $3.35 |
| Common Stock, Par Value $0.001 Per Share | Stock Option (right to buy) | Acquisiton | 2012-01-18 | 4,320 | $0.00 | 4,320 | $4.13 |
| Common Stock, Par Value $0.001 Per Share | Stock Option (right to buy) | Acquisiton | 2013-04-04 | 6,000 | $0.00 | 6,000 | $2.88 |
| Common Stock, Par Value $0.001 Per Share | Stock Option (right to buy) | Acquisiton | 2013-04-04 | 3,019 | $0.00 | 3,019 | $2.65 |
| Common Stock, Par Value $0.001 Per Share | Stock Option (right to buy) | Acquisiton | 2014-03-28 | 6,000 | $0.00 | 6,000 | $4.88 |
| Common Stock, Par Value $0.001 Per Share | Series B 10% Convertible Preferred Stock | Disposition | 2014-08-15 | 45 | $0.00 | 124,280 | $0.00 |
| Common Stock, Par Value $0.001 Per Share | Series B 10% Convertible Preferred Stock | Disposition | 2014-10-09 | 1,763 | $0.00 | 4,870,219 | $0.00 |
| Common Stock, Par Value $0.001 Per Share | Stock Option (right to buy) | Acquisiton | 2015-04-08 | 6,000 | $0.00 | 3,000 | $8.07 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 600 | 2009-12-31 | 2018-12-31 | No | 4 | A | Direct |
| 200 | 2008-06-25 | 2009-10-05 | No | 4 | X | Direct |
| 1,006 | No | 4 | X | Direct | ||
| 4,320 | 2011-01-01 | 2020-01-01 | No | 4 | A | Direct |
| 80 | 2011-03-31 | 2020-03-31 | No | 4 | A | Direct |
| 80 | 2011-06-30 | 2020-06-30 | No | 4 | A | Direct |
| 80 | 2011-09-30 | 2020-09-30 | No | 4 | A | Direct |
| 4,080 | 2011-12-31 | 2020-12-31 | No | 4 | A | Direct |
| 4,320 | 2012-01-18 | 2022-01-18 | No | 4 | A | Direct |
| 6,000 | 2014-04-04 | 2023-04-04 | No | 4 | A | Direct |
| 3,019 | 2014-04-04 | 2023-04-04 | No | 4 | A | Direct |
| 6,000 | 2015-03-28 | 2024-03-28 | No | 4 | A | Direct |
| 1,564 | No | 4 | C | Direct | ||
| 0 | No | 4 | C | Direct | ||
| 3,000 | 2025-04-08 | No | 4 | A | Direct |
Footnotes
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- Cash exercise by the Reporting Person of warrants to purchase shares of Series B Stock at a purchase price of $2,500 per share.
- The Reporting Person elected to not exercise the remaining warrants, and such warrants were made available for purchase to other investors.
- Includes in-kind dividends paid to the reporting person.
- 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.
- 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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