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 * SHIRAHAMA NORIO SEIJIRO   2. Issuer Name and Ticker or Trading Symbol CYTORI THERAPEUTICS, INC. [CYTX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President - Asia Pacific (Last) (First) (Middle) 3020 CALLAN ROAD 3. Date of Earliest Transaction (Month/Day/Year) 01/26/2012 (Street) SAN DIEGO, CA 92121 4. If Amendment, Date 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 (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 Restricted Stock (Common Stock) (1) 01/26/2012   D   31,825 (1) D $ 0 10,200 D   Restricted Stock (Common Stock) (2) 01/26/2012   A   31,825 (2) A $ 0 42,025 D   Restricted Stock (Common Stock) (3) 01/26/2012   A   20,000 (3) A $ 0 62,025 D

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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

Employee Stock Option

$ 3.44

01/26/2012

A

40,000

02/26/2012(4)

01/26/2022

Common Stock

40,000

$ 0

577,500

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
SHIRAHAMA NORIO SEIJIRO 3020 CALLAN ROAD SAN DIEGO, CA 92121			President - Asia Pacific

Signatures

Jonathan E. Soneff, By Power of Attorney For: Seijiro N. Shirahama		01/30/2012
**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)	The Compensation Committee has determined that the restricted stock performance goals for 2011 were not met, ceasing the vesting for all shares granted.
(2)	The vesting of the Restricted Stock award depends upon the achievement of certain performance goals established by the Compensation Committee for the year ended December 31, 2012. In January 2013, the Compensation Committee will determine the percentage of this grant that will continue to vest based upon the achievement of the performance goals for the year 2012. Any shares within this grant that the Committee determines should continue to vest would then become fully vested on January 10, 2014, subject to Participant's continued employment with the Company through the vesting date.
(3)	The Restricted Stock Award vests in full on January 10, 2013, subject to Participant's continued employment with the Company through the vesting date.
(4)	The Employee stock options vest 1/48th each month from date of grant.

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