Amended Statement of Changes in Beneficial Ownership (4/a)
February 08 2022 - 5:01PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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 DAVID |
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) Chairman, Co-CEO |
(Last)
(First)
(Middle)
700 BROOKER CREEK BLVD, SUITE 1800 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/22/2021 |
(Street)
OLDSMAR, FL 34677
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
2/8/2022 |
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 | | | | | | | | 102586 | I | By Spouse |
Common Stock | | | | | | | | 98162 | I | By 401K |
Common Stock | | | | | | | | 790472 | D | |
Common Stock | | | | | | | | 152882 | I | By Corporation (1) |
Common Stock | | | | | | | | 15611 | I | As Custodian for Daughter |
Common Stock | | | | | | | | 9974 | I | As Custodian for Son |
Common Stock | | | | | | | | 59027 | I | By LLC (2) |
Common Stock | | | | | | | | 199080 | I | By IRA |
Common Stock | | | | | | | | 55219 | I | By Corporation (3) |
Common Stock | | | | | | | | 11352 | I | As Custodian for Son |
Common Stock | | | | | | | | 11242 | I | As Custodian for Son |
Common Stock | | | | | | | | 10783 | I | As Custodian for Son |
Common Stock | | | | | | | | 9122 | I | As Custodian for Daughter |
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 | 70270 | | 70270 | D | |
Stock Option | $7.92 | | | | | | | 3/8/2018 | 3/8/2028 | Common Stock | 23636 | | 23636 | D | |
Stock Option | $7.53 | | | | | | | 8/30/2019 | 8/30/2029 | Common Stock | 26243 | | 26243 | D | |
Stock Option | $7.28 | | | | | | | 12/20/2019 (4) | 12/20/2029 | Common Stock | 23636 | | 23636 | D | |
Stock Option | $13.50 | 12/22/2021 | | A | | 24447 (5) | | 12/22/2021 | 12/22/2024 | Common Stock | 24447 | $13.50 | 24447 | D | |
Stock Option | $12.27 | 12/22/2021 | | A | | 553 (5) | | 12/22/2021 | 12/22/2024 | Common Stock | 553 | $12.27 | 553 | D | |
Stock Option | $12.27 | 12/22/2021 | | A | | 280000 (6) | | 12/22/2021 | 12/22/2028 | Common Stock | 280000 | $12.27 | 280000 | D | |
Explanation of Responses: |
(1) | Shares of Common Stock held by Mayim Investment Limited Partnership as is David I. Portnoy may be deemed the beneficial owner as the managing member and owner of Mayim Management, LLC, which is the general partner of Mayim Management Limited Partnership, which is the general partner of Mayim Investment Limited Partnership. |
(2) | Shares of Common Stock held by uTIPu, Inc., as to which David I. Portnoy may be deemed the beneficial owner as the Chairman of the Board and Secretary. |
(3) | Share of Common Stock held by Partner Community, as to which David I. Portnoy may be deemed beneficial owner as the Chairman of the Board and Secretary and as the managing member of Mayim Management, LLC, which may exercise investment and voting discretion over such shares of Common Stock in accordance with the Investment Advisory Agreement. |
(4) | Stock options will vest 1/3 on the date of grant, 1/3 on December 1, 2020 and 1/3 on December 1, 2021. |
(5) | The reporting person is amending his Form 4 filed on December 27, 2021 to correct an inadvertent error in reporting the exercise price of the Incentive Stock Option due to the reporting person being a 10% shareholder. This amended Form 4 also breaks out the stock option grant for Incentive Stock Options versus Non-Qualified Stock Options due to the value restrictions on Incentive Stock Options. The vesting is 1/3 on the date of grant, 1/3 on December 22, 2022 and 1/3 on December 22, 2023. |
(6) | Stock options vest immediately if 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 DAVID 700 BROOKER CREEK BLVD SUITE 1800 OLDSMAR, FL 34677 | X | X | Chairman, Co-CEO |
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Signatures
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/s/ David Portnoy | | 2/8/2022 |
**Signature of Reporting Person | Date |
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