Amended Statement of Changes in Beneficial Ownership (4/a)
15 April 2022 - 6:01AM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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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1. Name and Address of Reporting Person
*
Portnoy Mark L. |
2. Issuer Name and Ticker or Trading Symbol
CRYO CELL INTERNATIONAL INC
[
CCEL
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Co-CEO |
(Last)
(First)
(Middle)
700 BROOKER CREEK BLVD, SUITE 1800 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
4/8/2022 |
(Street)
OLDSMAR, FL 34677
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
12/22/2022 |
6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | | | | | | | | 42266 | I | By 401K |
Common Stock | | | | | | | | 71529 | I | By Partnership (1) |
Common Stock | | | | | | | | 762514 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 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 |
Stock Option | $3.14 | | | | | | | 4/15/2016 | 4/15/2026 | Common Stock | 59459 | | 59459 | D | |
Stock Option | $7.92 | | | | | | | 3/8/2018 | 3/8/2028 | Common Stock | 20000 | | 20000 | D | |
Stock Option | $7.53 | | | | | | | 8/30/2019 | 8/30/2029 | Common Stock | 22222 | | 22222 | D | |
Stock Option | $7.28 | | | | | | | 12/20/2019 (2) | 12/20/2029 | Common Stock | 20000 | | 20000 | D | |
Stock Option | $13.50 | 12/22/2021 | | D | | | 20000 | 12/22/2021 | 12/22/2024 | Common Stock | 20000 | $13.50 | 0 | D | |
Stock Option | $12.27 | 12/22/2021 | | D (3) | | | 100000 | 12/22/2021 | 12/22/2028 | Common Stock | 100000 | $12.27 | 0 | D | |
Stock Option | $13.50 | 4/8/2022 | | A (4) | | 20000 | | 12/22/2022 (5) | 12/22/2024 | Common Stock | 20000 | $13.50 | 20000 | D | |
Stock Option | $12.27 | 4/8/2022 | | A (4) | | 100000 | | 12/22/2022 (6) | 12/22/2028 | Common Stock | 100000 | $12.27 | 100000 | D | |
Explanation of Responses: |
(1) | Shares of Common Stock held by Capital Asset Fund #1 Limited Partnership, as to which Mark L. Portnoy may be deemed the beneficial owner as its general partner. |
(2) | Stock options will vest 1/3 on the date of grant, 1/3 on December 1, 2020 and 1/3 on December 1, 2021. |
(3) | On April 8, 2022, the stock options were cancelled by mutual agreement of the reporting person and the issuer. |
(4) | The stock options are subject to the approval of the 2022 Equity Incentive Plan, which vote is expected to occur at the Company's 2022 Annual Meeting. |
(5) | One-third of the stock options will vest on December 22, 2022, one-third will vest on January 22, 2023 and one-third on January 22, 2024. |
(6) | Stock options vest immediately when the price of the Company's stock reaches $25.00 per share during the seven-year option term. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Portnoy Mark L. 700 BROOKER CREEK BLVD SUITE 1800 OLDSMAR, FL 34677 | X | X | Co-CEO |
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Signatures
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/s/ Mark Portnoy | | 4/14/2022 |
**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). |
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 control number. |
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