SEC FORM 4

SEC Form 4

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^*

OLYMPUS CORP

(Last)

(First)

(Middle)

SHINJUKU MONOLITH

3-1 NISHI-SHINJUKU 2-CHOME

(Street)

SHINJUKU-KU, TOKYO

163-0914

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CYTORI THERAPEUTICS, INC. [ CYTX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/07/2008

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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	08/07/2008⁽²⁾		P		1,000,000	A	$6⁽³⁾	4,013,043	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock Warrant	$8.5⁽⁴⁾	08/07/2008⁽⁵⁾		P		500,000		02/11/2009	08/11/2013	Common Stock⁽¹⁾	500,000	$0⁽⁶⁾	500,000	D

Explanation of Responses:

1. The Common Stock is not registered under the U.S. Securities Act of 1933, but the terms of the transaction entitle Olympus Corp to resale registration rights.

2. Olympus Corp and the Issuer entered into a Common Stock Purchase Agreement on 8/7/2008. The shares of Common Stock were issued on 8/8/2008.

3. Common Stock was purchased in a private placement as a component of Units consisting of 1 share and 0.5 Warrant, based on a discount from the closing price for the Common Stock on the closing date.

4. Conversion Price is subject to weighted-average anti-dilution price adjustment in the event of subsequent stock offerings by the Issuer at less than the exercise price of the Warrant.

5. Olympus Corp and the Issuer entered into a Common Stock Purchase Agreement on 8/7/2008. The Common Stock Warrant was issued on 8/11/2008.

6. Warrants were purchased in a private placement as a component of a Unit consisting of 1 share and 0.5 Warrant. No separate consideration was paid for the Warrants and pricing of the Unit was based on a discount off of the current market price of the Common Stock. See Footnote 3.

Remarks:

	Jonathan E. Soneff, By Power of Attorney For: Olympus Corporation	08/11/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** 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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