SEC Form 5
FORM 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).
  
 Form 3 Holdings Reported.
X
 Form 4 Transactions Reported.
1. Name and Address of Reporting Person*
BERGER RONALD
(Last) (First) (Middle)
7 DEERPARK DRIVE
STE K
(Street)
MONMOUTH JUNCTION NJ 08852
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Cytosorbents Corp [ CTSO ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
See Remarks
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2012
4. If Amendment, Date of Original Filed (Month/Day/Year)
 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. 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 at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Amount (A) or (D) Price
Common Stock, par value $0.001 per share 08/11/2006 P4 500 A $3.72 6,500 I Spouse
Common Stock, par value $0.001 per share 06/21/2007 P4 1,000 A $0.55 6,500 I Spouse
Common Stock, par value $0.001 per share 08/27/2007 P4 5,000 A $0.55 6,500 I Spouse
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series B Preferred Stock $0.0362(1) 10/05/2009 4P 68.83 (2) (3) Common Stock, par value $0.001 per share 190,138 $0 68.83 D
Convertible Note(4) $0.1 10/22/2010 4P $5,000 (2) 10/22/2012 Common Stock, par value $0.001 58,011 $0.1 0 D
Warrants (5) 10/22/2010 4P 43,333(5) (2) (3) Common Stock, par value $0.001 43,333(5) $0 43,333(5) D
Stock Options $0.173 01/04/2010 4A 15,000 01/04/2010 01/04/2015 Common Stock, par value $0.001 per share 15,000 (6) 153,000(7) D
Stock Options $0.168 01/28/2009 4A 15,000 01/28/2009 01/28/2014 Common Stock, par value $0.001 per share 15,000 (6) 153,000(7) D
Stock Options $0.168 01/18/2012 4A 30,000 01/18/2012 01/18/2017 Common Stock, par value $0.001 per share 30,000 (6) 153,000(7) D
Stock Options $0.25 01/16/2008 4A 9,000 01/16/2008 01/16/2013 Common Stock, par value $0.001 per share 9,000 (6) 153,000(7) D
Stock Options $0.136 01/06/2011 4A 75,000 01/06/2011 01/06/2016 Common Stock, par value $0.001 per share 75,000 (6) 153,000(7) D
Stock Options $0.035 06/25/2008 4A 9,000 06/25/2008 06/25/2013 Common Stock, par value $0.001 per share 9,000 (6) 153,000(7) D
Explanation of Responses:
1. The conversation rate of these securities is one share of the Issuer's Common Stock for each $0.0362 of stated value or accrued but unpaid dividends being converted, subject to adjustment. Each share of the Series B Preferred Stock has a stated value of $100.
2. Immediately exercisable.
3. Not applicable.
4. The convertible note has expired as of October 22, 2012. Accordingly, the note is convertible into 58,011 shares of Common Stock (the aggregate amount of principal plus accrued interest) at maturity. The Company has not yet issued the corresponding shares, however, intends to do so promptly.
5. In connection with the Convertible Note, Ronald Berger holds the following warrants: (i) 8,333 warrants with an exercise price of $0.15, (ii) 10,000 warrants with an exercise price of $0.125, and (iii) 25,000 warrants with an exercise price of $0.10.
6. The stock options were issued as compensation for services rendered.
7. Includes all of the options to purchase Common Stock by Ronald Berger.
Remarks:
Interim CFO - In connection with David Lamadrid's resignation from his position as CFO on June 18, 2012, Ronald Berger was appointed as the interim CFO. Mr. Berger remained in this position until the Company appointed Thomas Bocchino as CFO on November 28, 2012. On February 8, 2013, Mr. Bocchino resigned as the Company's CFO. As a result, Mr. Berger has been named as the Company's interim CFO until a successor is appointed. Mr. Berger is voluntarily filing this report disclosing his beneficial ownership.
/s/ Ronald E. Berger 02/13/2013
** Signature of Reporting Person Date
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* 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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