12/16/2024 | Press release | Distributed by Public on 12/16/2024 06:00
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
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 control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
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 (Month/Day/Year) |
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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
MARIANI PETER J C/O CYTOSORBENTS CORPORATION 305 COLLEGE ROAD EAST PRINCETON, NJ 08540 |
Chief Financial Officer |
/s/ Peter J. Mariani | 12/16/2024 |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Reflects open market purchases made by the Reporting Person. The price reported in Column 4 is the weighted average price of purchases made in multiple transactions at prices ranging from $0.8902 to $1.09. The Reporting Person undertakes to provide full information regarding the number of shares purchased at each separate price within the range set forth herein upon request. |
(2) | Includes (a) 110,000 restricted stock units ("RSUs"), which will be settled into the Issuer's common stock, par value $0.001 per share (the "Common Stock"), upon vesting upon the earlier of (i) a "Change In Control" of the Issuer, as defined in the Reporting Person's employment agreement (the "Employment Agreement"), or (ii) the fourth anniversary from the date of grant, subject to the Reporting Person's continued service as of the applicable vesting date; |
(3) | (continued from footnote 2) (b) 65,000 RSUs, which shall vest as to one-half of the award on each of the first and second anniversaries of the date of grant, subject to the Reporting Person's continued service as of the applicable vesting date and will be settled into Common Stock upon vesting; |
(4) | (continued from footnote 3) (c) 175,000 RSUs, which will be settled into Common Stock upon a "Change In Control" of the Issuer, as defined in the Reporting Person's Employment Agreement, subject to the Reporting Person's continued service as of the applicable vesting date; and |
(5) | (continued from footnote 4) (d) 51,363 shares of Common Stock owned by the Reporting Person. |