Sec Form 4/A Filing - STAMBAUGH LARRY G @ Cryoport, Inc. - 2010-09-15

FORM 4/A 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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person STAMBAUGH LARRY G 2. Issuer Name and Ticker or Trading Symbol Cryoport, Inc. [ CYRX.OB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) 20382 BARENTS SEA CIRCLE 3. Date of Earliest Transaction (MM/DD/YY) 09/15/2010 (Street) LAKE FOREST, CA92630 4. If Amendment, Date Original Filed (MM/DD/YY) 09/17/2010 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Option to Purchase Common Stock ( 4 ) $ 0.66 09/15/2010 A 420,000 ( 1 ) 09/15/2020 Common Stock 420,000 $ 0 537,000 ( 3 ) D Option to Purchase Common Stock ( 5 ) $ 0.66 09/15/2010 A 362,232 ( 2 ) 05/18/2018 Common Stock 362,232 $ 0 899,232 ( 3 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other STAMBAUGH LARRY G 20382 BARENTS SEA CIRCLE LAKE FOREST, CA92630 X President and CEO Signatures Larry G. Stambaugh 10/05/2010 Signature of Reporting Person Date

Explanation of Responses:

( 1 )1/4 of the options vest on 9/15/2010; 1/4 of the options vest on 9/15/2011; 1/4 of the options vest on 9/15/2012; 1/4 of the options vest on 9/15/2013. ( 2 )Pursuant to his employment agreement, Mr. Stambaugh earned a cash bonus in the amount of $216,000 for the fiscal year ended March 31, 2010. Mr. Stambaugh has agreed, in order to preserve the Company's cash resources, to accept the above option grant in lieu of the cash bonus. These options vested in full on the date of grant. ( 3 )Includes a warrant to purchase 50,000 shares of common stock. ( 4 )This line has been amended solely to correct the expiration date and to add footnote 3. ( 5 )This line has been amended solely to correct the number of derivative securities acquired, the expiration date, the amount or number of shares underlying the derivative securities, and the number of derivative securities benefically owned following the reported transaction and to add footnote 3.

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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