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: SHELTON JERRELL (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-01-30	Common Stock	C	80558	—	Acquired	808494	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-01-30	Class A Preferred Stock	$	C	15481	Disposed		Common Stock ()	Direct
2016-01-30	Warrant to purchase common stock	$3.57	C	80558	Acquired	2020-07-29	Common Stock (80558)	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 15,481 shares of Class A Preferred Stock held by the reporting person were mandatorily exchanged into 80,558 units, comprised of: (i) 80,558 shares of the Company's common stock ("Common Stock") and (ii) 80,558 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 A Preferred Stock was determined by: (i) multiplying the number of shares of Class A Preferred Stock to be exchanged by $12; (ii) adding to the result all dividends then accrued but unpaid on such shares of Class A 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: 11,314 shares of Class A Preferred Stock were convertible at any time on or after September 1, 2014 at the option of the reporting person and 4,167 shares of Class A Preferred Stock were convertible at any time on or after November 17, 2014 at the option of the reporting person.

F4: The Class A Preferred Stock had no expiration date.

F5: 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 15,332 shares of common stock or options to purchase 1,851,270 shares of common stock that have different terms than the warrants reflected in Table II.