Cryoport, Inc. — Director's Dealing 2016

Feb 3, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Cryoport, Inc. (CYRX)
CIK: 0001124524
Period of Report: 2016-01-30

Reporting Person: BERMAN RICHARD J (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-01-30	Common Stock	C	8138	—	Acquired	8138	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-01-30	Class B Preferred Stock	$	C	1667	Disposed		Common Stock ()	Indirect
2016-01-30	Warrant to purchase common stock	$3.57	C	8138	Acquired	2020-07-29	Common Stock (8138)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	21396	Direct

Footnotes

F1: On January 30, 2016, Cryoport, Inc. (the "Company") caused the mandatory exchange of all its outstanding Class A Preferred Stock and Class B Preferred Stock in accordance with the certificates of designation for such preferred stock (the "Mandatory Exchange"). As a result, the 1,667 shares of Class B Preferred Stock held by the reporting person were mandatorily exchanged into 8,138 units, comprised of: (i) 8,138 shares of the Company's common stock ("Common Stock") and (ii) 8,138 warrants, each warrant representing the right to purchase one share of Common Stock ("Warrant") (as described in Table II of this report). Pursuant to the certificates of designation, the Mandatory Exchange was triggered upon the completion of the Company's public offering of 2,090,750 units (each unit consisting of one share of Common Stock and one Warrant) in July 29, 2015, and occurred on the day that was six (6) months and one (1) day after the closing of such offering.

F2: The exchange rate for the Class B Preferred Stock was determined by: (i) multiplying the number of shares of Class B Preferred Stock to be exchanged by $12; (ii) adding to the result all dividends then accrued but unpaid on such shares of Class B Preferred Stock to be exchanged; then (iii) dividing the result by $2.60 (which is eighty percent (80%) of the price per unit issued in the Company's public offering of 2,090,750 units).

F3: The Class B Preferred Stock had no expiration date.

F4: The number of warrants beneficially owned relates only to the specific title of derivative security indicated in column 1 and does not include direct ownership of warrants to purchase 1,112 shares of common stock held indirectly through reporting person's wife or options to purchase 134,134 shares of common stock that have different terms than the warrants reflected in Table II.