| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CYTORI THERAPEUTICS, INC. [ CYTX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/26/2007 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Employee Stock Option (Right to Buy) | $5.44 | 02/26/2007 | A | 50,000 | 03/26/2007(1) | 02/26/2017 | Common Stock | 50,000 | $0 | 380,000 | D | ||||
| Explanation of Responses: |
| 1. The Employee Stock Options vest 1/48th each month from the date of grant. |
| Remarks: |
| Jonathan E. Soneff, By Power of Attorney For: Mark E. Saad | 02/28/2007 | |
| ** 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. | ||
POWER
OF ATTORNEY
The
undersigned hereby constitutes and appoints Jonathan
E. Soneff
as the
undersigned’s true and lawful attorney-in-fact to:
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1.
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prepare
and execute for and on behalf of the undersigned, in the undersigned’s
capacity as an executive officer, and/or director and or Board Member
of
Cytori Therapeutics, Inc., a Delaware corporation (the “Company”),
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notifications
of Forms 3, 4 and 5 to the US Securities and Exchange Commission (SEC),
and any amendments thereto, in accordance with Section 16(a) of the
Securities Exchange Act of 1934, as amended, and the rules promulgated
thereunder, and
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notifications
to the German Bundesanstalt für Finanzdienstleistungen (BaFin), and any
amendments thereto, in accordance with Section 15a of the WpHG (German
Securities Trading Act), and the rules promulgated thereunder, and
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any
forms or reports the undersigned may be required to file in connection
with the undersigned’s ownership, acquisition, or disposition of
securities of the Company;
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2.
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do
and perform any and all acts for and on behalf of the undersigned
which
may be necessary or desirable to complete and execute any such
notifications, or other form or report, and timely file any such
form with
the SEC and the BaFin and any stock exchange or similar
authority.
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The
undersigned acknowledges that the foregoing attorney-in-fact may rely entirely
on information furnished orally or in writing by the undersigned, a
representative of the undersigned or the Company to such attorney-in-fact.
The
undersigned acknowledges that the foregoing attorney-in-fact, in serving in
such
capacity at the request of the undersigned, are not assuming, nor is the Company
assuming, any of the undersigned’s responsibilities to comply with Section 16(a)
of the Securities Exchange Act of 1934 and Section 15a of the German Securities
Trading Act.
This
Power of Attorney shall remain in full force and effect until the undersigned
is
no longer required to report with respect to the undersigned’s holdings of and
transactions in securities issued by the Company, unless earlier revoked by
the
undersigned in a signed writing delivered to the foregoing attorney-in-fact.
IN
WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this ___19__ day of October,
2005.
/s/
Mark E. Saad
Name: Mark
E. Saad