Form: 4

Statement of changes in beneficial ownership of securities

February 2, 2016

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*
SHELTON JERRELL
(Last) (First) (Middle)
980 OVERTON LEA ROAD
(Street)
NASHVILLE TN 37220
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Cryoport, Inc. [ CYRX ] 		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
3. Date of Earliest Transaction (Month/Day/Year)
01/30/2016
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 01/30/2016 C(1)(2) 80,558 A (1)(2) 808,494 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class A Preferred Stock (1)(2) 01/30/2016 C(1)(2) 15,481 (3) (4) Common Stock (1)(2) (1)(2) 0 D
Warrant to purchase common stock $3.57 01/30/2016 C(1)(2) 80,558 01/30/2016 07/29/2020 Common Stock 80,558 (1)(2) 80,558(5) D
Explanation of Responses:
1. 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.
2. 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).
3. 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.
4. The Class A Preferred Stock had no expiration date.
5. 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.
/s/ Jerrell Shelton 02/02/2016
** 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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