Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

MARIANI PETER J

(Last)

(First)

(Middle)

C/O CYTOSORBENTS CORPORATION

305 COLLEGE ROAD EAST

(Street)

PRINCETON

08540

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Cytosorbents Corp [ CTSO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/14/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/14/2024		A		110,000⁽¹⁾	A	$0	110,000	D
Common Stock	08/14/2024		A		65,000⁽²⁾	A	$0	175,000	D
Common Stock	08/14/2024		A		175,000⁽³⁾	A	$0	350,000	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 (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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$0.9	08/14/2024		A		80,000		⁽⁴⁾	08/14/2034	Common Stock	80,000	$0	80,000	D
Stock Option (right to buy)	$0.9	08/14/2024		A		215,000		⁽⁵⁾	08/14/2034	Common Stock	215,000	$0	215,000	D

Explanation of Responses:

1. These shares represent restricted stock units ("RSUs") received as a signing bonus that will be settled into common stock, par value $0.001 per share (the "Common Stock") upon vesting upon the earlier of (i) a "Change In Control" of CytoSorbents Corporation (the "Company"), 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.

2. These shares represent 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.

3. These shares represent RSUs that will be settled into Common Stock upon a "Change In Control" of the Company, as defined in the reporting person's employment agreement, subject to the reporting person's continued service as of the applicable vesting date.

4. The shares underlying these stock options vest in accordance with the following schedule: (i) 41,000 upon the six-month anniversary of the date of grant, and (ii) 13,000 on the one-year, two-year and three-year anniversaries of the date of grant, subject to the reporting person's continued service as of the applicable vesting date.

5. The shares underlying these stock options will vest only upon the achievement of certain milestones pursuant to the terms of the Employment Agreement, subject to the reporting person's continued service as of the applicable vesting date.

	/s/ Peter J. Mariani	08/16/2024
	** 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 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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