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
OMB Number: 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
1. Name and Address of Reporting Person *
CALHOUN CHRISTOPHER J 2. Issuer Name and Ticker or Trading Symbol
CYTORI THERAPEUTICS, INC. [ CYTX ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
__ X __ Director _____ 10% Owner
__ X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
3020 CALLAN ROAD 3. Date of Earliest Transaction (MM/DD/YYYY)
SAN DIEGO, CA 92121
(City) (State) (Zip) 4. If Amendment, Date Original Filed (MM/DD/YYYY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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
Restricted Stock (Common Stock) 1/31/2013 D 21105 (1) D $0 147270 D
Common Stock 36850 I By 401(k) Plan
Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
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
Employee Stock Option $2.74 1/31/2013 A 250000 2/28/2013 (2) 1/31/2023 Common Stock 250000 $0 1235000 D
Employee Stock Option $5.00 1/31/2013 A 125000 2/28/2013 (2) 1/31/2023 Common Stock 125000 $0 1360000 D
Explanation of Responses:
( 1) On January 31st, 2013 the Compensation Committee of the Board of Directors determined that 58% of the performance goals for the 2012 performance conditioned restricted stock grant were achieved, and that such percentage of shares granted will continue to time vest through January 10, 2014. The remaining portion of the 2012 performance grant shares (42%) are no longer qualified to continue vesting and have been cancelled. The disposition of these cancelled shares is reflected in Table I above.
( 2) The Employee Stock options vest 1/48th each month from date of grant.
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CALHOUN CHRISTOPHER J
3020 CALLAN ROAD
SAN DIEGO, CA 92121 X
Chief Executive Officer
Jonathan E. Soneff, By Power of Attorney For: Christopher J. Calhoun 2/4/2013
** 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).
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