| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Date of Event Requiring Statement
(Month/Day/Year) 06/01/2017 |
3. Issuer Name and Ticker or Trading Symbol
Cytosorbents Corp [ CTSO ] |
|||||||||||||
|
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
5. If Amendment, Date of Original Filed
(Month/Day/Year) 06/06/2017 |
||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||
| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 100,000(1)(2) | D | |
|
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Stock Option (Right to Buy) | (3) | 05/11/2027 | Common Stock | 40,000(4) | $4.5 | D | |
| Stock Option (Right to Buy) | (5) | 05/11/2027 | Common Stock | 45,000(5) | $4.5 | D | |
| Explanation of Responses: |
| 1. Comprised entirely of Restricted Stock Units that will be settled into common stock upon a "Change In Control", as defined in the Amended and Restated CytoSorbents Corporation 2014 Long-Term Incentive Plan (the "Plan"). |
| 2. The shares underlying the Restricted Stock Units were omitted from the reporting person's original Form 3, and also were omitted from four Forms 4 filed by the reporting person after the filing of his original Form 3. |
| 3. These options were granted pursuant to the Plan and became exercisable as to one-half of the award on each of the first anniversary of the date of grant and the second anniversary of the date of grant. |
| 4. These options were omitted from the reporting person's original Form 3. |
| 5. On May 11, 2017, the reporting person was granted an option to purchase 45,000 shares of common stock pursuant to the Plan, which was to vest upon achievement of certain performance goals as determined in the discretion of the Compensation Committee of the Board of Directors of the Issuer. This grant was omitted from the reporting person's original Form 3. On February 28, 2018, the Compensation Committee of the Board of Directors of the Company determined that 85% of such performance criteria was achieved during 2017, resulting in vesting of 38,250 shares underlying this option. |
| /s/ Kathleen P. Bloch attorney-in-fact for Eric R. Mortensen | 08/16/2019 | |
| ** Signature of Reporting Person | Date | |
| 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 5 (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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||