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Published on June 5, 2012
Snell & Wilmer L.L.P.
600 Anton Boulevard
Suite 1400
Costa Mesa, California 92626-7689
TELEPHONE: (714) 427-7000
FACSIMILE: (714) 427-7799
Mark R. Ziebell 714.427.7402 mziebell@swlaw.com |
June 5, 2012 |
Via Federal Express and EDGAR
Division of Corporation Finance
Securities and Exchange Commission
100 F. Street, N.E.
Washington, D.C. 20549-7010
Attn.: Ms. Pam Long, Associate Director
RE: | CryoPort, Inc. |
Amendment No. 2 to Registration Statement on Form S-1
Filed May 18, 2012
File No. 333-180326
Dear Ms. Long:
On behalf of our client, CryoPort, Inc. (the Company), we are responding to an oral comment of the Staff of the Securities and Exchange Commission (the Commission) communicated telephonically to the undersigned on May 31, 2012. The Staffs oral comment concerned the Companys response to comment number 1 contained in the Commissions letter dated April 12, 2012, as further supplemented by the Companys response to the Commissions follow-up comment number 1 contained in the Staffs letter dated May 7, 2012.
In response to the Commissions oral comment, the Company hereby advises the Commission that the 118,685 restricted shares of common stock that were sold by non-affiliate stockholders following January 28, 2012, were acquired by such stockholders in connection with the Companys February 2011 private placement or in connection with the Companys private placement in August to October 2010. Because these 118,685 restricted shares of common stock were sold by such non-affiliate stockholders in March and April 2012, such shares had been acquired in excess of one year prior to the date of sale and, therefore, could be sold pursuant to Rule 144 without regard to the requirements of Rule 144(c)(1), as provided in Rule 144(b)(1)(i).
June 5, 2012
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If you have any questions regarding the above, please do not hesitate to give me a call at (714) 427-7402.
Very truly yours,
/s/ Mark R. Ziebell
Mark R. Ziebell
cc: | Robert S. Stefanovich |
Chief Financial Officer