| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CRYO CELL INTERNATIONAL INC [ CCEL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/23/2022 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 | 804,742 | D | ||||||||
| Common Stock | 117,012 | I | By 401K | |||||||
| Common Stock | 230,621 | I | By IRA | |||||||
| Common Stock | 102,586 | I | By Spouse | |||||||
| Common Stock | 152,882 | I | By Corporation(1) | |||||||
| Common Stock | 15,611 | I | as Custodian for Daughter | |||||||
| Common Stock | 59,027 | I | By LLC | |||||||
| Common Stock | 55,219 | I | By Corporation(2) | |||||||
| Common Stock | 11,352 | I | As Custodian for Son | |||||||
| Common Stock | 11,242 | I | As Custodian for Son | |||||||
| Common Stock | 10,783 | I | As Custodian for Son | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Stock Option | $7.92 | 03/08/2018 | 03/08/2023 | Common Stock | 23,636 | 23,636 | D | ||||||||
| Stock Option | $7.53 | 08/30/2019 | 08/30/2029 | Common Stock | 26,243 | 26,243 | D | ||||||||
| Stock Option | $7.28 | 12/20/2019 | 12/20/2029 | Common Stock | 23,636 | 23,636 | D | ||||||||
| Stock Option | $12.27 | 12/22/2021(3) | 12/22/2024 | Common Stock | 553 | 553 | D | ||||||||
| Stock Option | $12.27 | 12/22/2021(4) | 12/22/2028 | Common Stock | 280,000 | 280,000 | D | ||||||||
| Stock Option | $13.5 | 12/22/2021(3) | 12/22/2024 | Common Stock | 24,447 | 24,447 | D | ||||||||
| Stock Option | $4.77 | 01/03/2023(5) | 01/03/2028 | Common Stock | 50,000 | 50,000 | D | ||||||||
| Stock Option | $4.3 | 12/23/2022 | A | 50,000 | 12/23/2022(6) | 12/23/2027 | Common Stock | 50,000 | $4.3 | 50,000 | D | ||||
| Explanation of Responses: |
| 1. Shares of Common Stock held by Mayim Investment Limited Partnership as is David I. Portnoy my 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. One-third of the stock options will vest on December 22, 2022, one-third will vest on December 22, 2023 and one-third on December 22, 2024. |
| 4. Stock options vest immediately if the price of the Company's common stock reaches $25.00 per share during the seven-year option term. |
| 5. 8,750 options vest upon issuance, 8,749 options vest on 1/2/2024, 21,000 options vest on 1/2/2025 and 11,501 options vest on 1/2/2026. |
| 6. Pursuant to the executive's Employment Agreement effective December 1, 2022, stock options will be awarded and will vest immediately if the price of the Company's stock reaches $8.00 per share during the five-year option term. |
| Remarks: |
| /s/ David Portnoy | 01/06/2023 | |
| ** 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 Number. | ||