FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
PORTNOY DAVID
  2. Issuer Name and Ticker or Trading Symbol
CRYO CELL INTERNATIONAL INC [CCEL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman, Co-CEO
(Last)
(First)
(Middle)
700 BROOKER CREEK BLVD, SUITE 1800
3. Date of Earliest Transaction (Month/Day/Year)
12/22/2021
(Street)

OLDSMAR, FL 34677
4. If Amendment, Date Original Filed(Month/Day/Year)
02/08/2022
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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               102,586 I By Spouse
Common Stock               98,162 I By 401K
Common Stock               790,472 D  
Common Stock               152,882 I By Corporation (1)
Common Stock               15,611 I As Custodian for Daughter
Common Stock               9,974 I As Custodian for Son
Common Stock               59,027 I By LLC (2)
Common Stock               199,080 I By IRA
Common Stock               55,219 I By Corporation (3)
Common Stock               11,352 I As Custodian for Son
Common Stock               11,242 I As Custodian for Son
Common Stock               10,783 I As Custodian for Son
Common Stock               9,122 I As Custodian for Daughter

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)

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 Underlying Securities
(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 of Derivative Security: 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
Stock Option $ 3.14             04/15/2016 04/15/2026 Common Stock 70,270   70,270 D  
Stock Option $ 7.92             03/08/2018 03/08/2028 Common Stock 23,636   23,636 D  
Stock Option $ 7.53             08/30/2019 08/30/2029 Common Stock 26,243   26,243 D  
Stock Option $ 7.28             12/20/2019(4) 12/20/2029 Common Stock 23,636   23,636 D  
Stock Option $ 13.5 12/22/2021   A   24,447 (5)   12/22/2021 12/22/2024 Common Stock 24,447 $ 13.5 24,447 D  
Stock Option $ 12.27 12/22/2021   A   553 (5)   12/22/2021 12/22/2024 Common Stock 553 $ 12.27 553 D  
Stock Option $ 12.27 12/22/2021   A   280,000 (6)   12/22/2021 12/22/2028 Common Stock 280,000 $ 12.27 280,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
PORTNOY DAVID
700 BROOKER CREEK BLVD
SUITE 1800
OLDSMAR, FL 34677
  X   X   Chairman, Co-CEO  

Signatures

 /s/ David Portnoy   02/08/2022
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Shares of Common Stock held by Mayim Investment Limited Partnership as is David I. Portnoy may be deemed the beneficial owner as the managing member and owner of Mayim Management, LLC, which is the general partner of Mayim Management Limited Partnership, which is the general partner of Mayim Investment Limited Partnership.
(2) Shares of Common Stock held by uTIPu, Inc., as to which David I. Portnoy may be deemed the beneficial owner as the Chairman of the Board and Secretary.
(3) Share of Common Stock held by Partner Community, as to which David I. Portnoy may be deemed beneficial owner as the Chairman of the Board and Secretary and as the managing member of Mayim Management, LLC, which may exercise investment and voting discretion over such shares of Common Stock in accordance with the Investment Advisory Agreement.
(4) Stock options will vest 1/3 on the date of grant, 1/3 on December 1, 2020 and 1/3 on December 1, 2021.
(5) The reporting person is amending his Form 4 filed on December 27, 2021 to correct an inadvertent error in reporting the exercise price of the Incentive Stock Option due to the reporting person being a 10% shareholder. This amended Form 4 also breaks out the stock option grant for Incentive Stock Options versus Non-Qualified Stock Options due to the value restrictions on Incentive Stock Options. The vesting is 1/3 on the date of grant, 1/3 on December 22, 2022 and 1/3 on December 22, 2023.
(6) Stock options vest immediately if the price of the Company's stock reaches $25.00 per share during the seven-year option term.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.