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Form 4 Cytosorbents Corp For: Sep 05 Filed by: Chan Phillip P.

September 7, 2018 9:56 PM
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).
1. Name and Address of Reporting Person *
Chan Phillip P.
(Last) (First) (Middle)
C/O CYTOSORBENTS CORPORATION
7 DEER PARK DRIVE, SUITE K
(Street)
MONMOUTH JUNCTION NJ 08852
(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
09/05/2018
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)
Code V Amount (A) or (D) Price
Common Stock 09/05/2018 M 600 A $ 2 438,881 (1) D
Common Stock 09/05/2018 M 5,187 A $ 2.1 444,068 (1) D
Common Stock 09/06/2018 M 2,900 A $ 2.1 446,968 (1) D
Common Stock 09/07/2018 M 2,731 A $ 2.1 449,699 (1) D
Common Stock 09/05/2018 S 600 D $ 14.85 449,099 (1) D
Common Stock 09/05/2018 S 5,187 D $ 14.85 443,912 (1) D
Common Stock 09/06/2018 S 2,900 D $ 14.75 441,012 (1) D
Common Stock 09/07/2018 S 2,731 D $ 14.11 (2) 438,281 (1) 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Statutory Stock Option (right to buy) $ 2 09/05/2018 M 600 12/31/2008 12/31/2018 Common Stock 600 $ 0 0 D
Non-Statutory Stock Option (right to buy) $ 2.1 09/05/2018 M 5,187 (3) 01/08/2019 Common Stock 5,187 $ 0 94,968 D
Non-Statutory Stock Option (right to buy) $ 2.1 09/06/2018 M 2,900 (3) 01/08/2019 Common Stock 2,900 $ 0 92,068 D
Non-Statutory Stock Option (right to buy) $ 2.1 09/07/2018 M 2,731 (3) 01/08/2019 Common Stock 2,731 $ 0 89,337 D
Explanation of Responses:
1. Includes (i) the following restricted stock units (RSUs) that will be settled into common stock upon vesting upon a "Change In Control," as defined in the CytoSorbents Corporation 2014 Long-Term Incentive Plan: (a) 18,700 RSUs granted on February 24, 2017, (b) 57,000 RSUs granted on June 7, 2016, (c) 130,000 RSUs granted on April 8, 2015, and (d) 10,300 RSUs granted on March 15, 2018, (ii) the following RSUs subject to vesting as to one-third of the award on each of the date of grant, the first anniversary of the date of grant, and the second anniversary 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: (a) 13,542 RSUs granted on February 24, 2017 which are unvested as of the date hereof, and (b) 28,667 RSUs granted on February 28, 2018 which are unvested as of the date hereof and (iii) shares of common stock owned by the reporting person.
2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.10 to $14.15, inclusive.
3. The option, representing a right to purchase a total of 100,155 shares, became exercisable per the following vesting schedule: fifty percent (50%) of the shares of common stock underlying the option vested on January 8, 2009, with the remaining fifty percent (50%) vesting at the discretion of the Issuer's Compensation Committee based on criteria including (but not limited to) success relative to (i) a timely completion of the Issuer's sepsis trial, (ii) raising capital for the Issuer, and (iii) partnering and business development; provided, however, that, in no event shall the vesting of all of the remaining fifty percent (50%) occur later than January 1, 2010.
/s/ Phillip P. Chan 09/07/2018
** Signature of Reporting Person Date
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