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, 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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(Print or Type Responses)

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 (Month/Day/Year) 09/15/2010 (Street) LAKE FOREST, CA 92630 4. If Amendment, Date Original Filed(Month/Day/Year) 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 (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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

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, CA 92630	X		President and CEO

Signatures

Larry G. Stambaugh		10/05/2010
**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)	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.

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