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).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
PORTNOY DAVID
(Last) (First) (Middle)
700 BROOKER CREEK BLVD
SUITE 1800
(Street)
OLDSMAR FL 34677
(City) (State) (Zip)
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
3. Date of Earliest Transaction (Month/Day/Year)
12/22/2023
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 804,742 D
Common Stock 117,012 I By 401K
Common Stock 230,621 I By IRA
Common Stock 102,586 I By Spouse
Common Stock 152,882 I By Corporation(1)
Common Stock 15,611 I as Custodian for Daughter
Common Stock 59,027 I By LLC
Common Stock 55,219 I By Corporation(2)
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
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
Stock Option $7.53 08/30/2019 08/30/2029 Common Stock 26,243 26,243 D
Stock Option $7.28 12/20/2019 12/20/2029 Common Stock 23,636 23,636 D
Stock Option $12.27 12/22/2021(3) 12/22/2024 Common Stock 553 553 D
Stock Option $12.27 12/22/2021(4) 12/22/2028 Common Stock 280,000 280,000 D
Stock Option $13.5 12/22/2021(3) 12/22/2024 Common Stock 24,447 24,447 D
Stock Option $4.77 01/03/2023(5) 01/03/2028 Common Stock 50,000 50,000 D
Stock Option $4.3 12/23/2022(6) 12/23/2027 Common Stock 50,000 50,000 D
Stock Option $6.47 12/22/2023 A 50,000 12/22/2023(7) 12/22/2028 Common Stock 50,000 $6.47 50,000 D
Explanation of Responses:
1. Shares of Common Stock held by Mayim Investment Limited Partnership as is David I. Portnoy my 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. One-third of the stock options will vest on December 22, 2022, one-third will vest on December 22, 2023 and one-third on December 22, 2024.
4. Stock options vest immediately if the price of the Company's common stock reaches $25.00 per share during the seven-year option term.
5. 8,750 options vest upon issuance, 8,749 options vest on 1/2/2024, 21,000 options vest on 1/2/2025 and 11,501 options vest on 1/2/2026.
6. Pursuant to the executive's Employment Agreement effective December 1, 2022, stock options will be awarded and will vest immediately if the price of the Company's stock reaches $8.00 per share during the five-year option term.
7. Stock options vest 1/3 upon issuance, 1/3 on December 22, 2024 and 1/3 on December 22, 2025.
Remarks:
/s/ David Portnoy 12/28/2023
** 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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