Form: 4

Statement of changes in beneficial ownership of securities

October 7, 2013

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*
RATHMANN RICHARD G
(Last) (First) (Middle)
20382 BARENTS SEA CIRCLE
(Street)
LAKE FOREST CA 92630
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Cryoport, Inc. [ CYRX.OB ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/27/2013
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)
Code V Amount (A) or (D) Price
Common Stock 09/27/2013 P 122,778 A (1) 12,277(3) D
Common Stock 09/27/2013 P 509,726 A (4) 632,504(3) D
Common Stock 09/27/2013 P 1,013,699 A (6) 1,013,699(5) I By GBR Investments, LLC
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants to Purchase Common Stock $0.37 09/27/2013 P 122,778 03/31/2014 09/27/2018 Common Stock 122,778 (1) 302,778(2) D(3)
Warrants to Purchase Common Stock $0.37 09/27/2013 P 509,726 03/31/2014 09/27/2018 Common Stock 509,726 (4) 812,504(7) D(3)
Warrants to Purchase Common Stock $0.37 09/27/2013 P 1,013,699 03/31/2014 09/27/2018 Common Stock 1,013,699 (6) 1,758,526(5) I By GBR Investments, LLC
Explanation of Responses:
1. The securities were included in the 122,778 units acquired by the reporting person pursuant to the conversion of $22,556 of outstanding board of director's fees at an exchange rate of $0.20 per unit. Each unit consists of one share of common stock and one warrant to purchase one share of common stock. Such conversion of outstanding board of director's fees were at the same exchange rate and on the same terms as provided by Cryoport, Inc. to certain institutional and accredited investors in a conversion of outstanding unsecured convertible promissory notes into units which closed contemporaneously with such conversion of outstanding board of director's fees.
2. Includes options to purchase 180,000 shares of common stock and warrants to purchase 122,778 shares of common stock.
3. Excludes indirect ownership by GBR Investments, LLC.
4. The securities were included in the 509,726 units acquired by the reporting person pursuant to the conversion of $101,945 of outstanding unsecured convertible promissory notes into units at an exchange rate of $0.20 per unit. Each unit consists of one share of common stock and one warrant to purchase one share of common stock.
5. Indirect ownership by GBR Investments, LLC.
6. The securities were included in the 1,013,699 units acquired by GBR Investments, LLC pursuant to the conversion of $202,740 of outstanding unsecured convertible promissory notes into units at an exchange rate of $0.20 per unit. Each unit consists of one share of common stock and one warrant to purchase one share of common stock.
7. Includes options to purchase 180,000 shares of common stock and warrants to purchase 632,504 shares of common stock.
/s/ Richard G Rathmann 10/07/2013
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.