Edgar Filing: Rao Mahendra S.

Ownership Submission

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 ^*

Rao Mahendra S.

2. Issuer Name and Ticker or Trading Symbol
THERMOGENESIS CORP [KOOL]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

2711 CITRUS RD.

3. Date of Earliest Transaction (Month/Day/Year)
07/29/2011

(Street)

RANCHO CORDOVA, CA 95742

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/29/2011		A		25,000 ⁽¹⁾	A	$ 1.98 ⁽²⁾	31,250	D
Common Stock	07/29/2011		G		31,250 ⁽³⁾	D	$ 0	0	D

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Options

$ 6.36

07/29/2011

G⁽³⁾

6,250

⁽⁴⁾

03/11/2013

Common Stock

6,250

$ 0

Options

$ 2.52

07/29/2011

G⁽³⁾

3,750

⁽⁵⁾

07/01/2013

Common Stock

3,750

$ 0

Options

$ 1.88

07/29/2011

G⁽³⁾

3,750

⁽⁶⁾

07/01/2014

Common Stock

3,750

$ 0

Options

$ 3.03

07/29/2011

G⁽³⁾

25,000

⁽⁷⁾

10/29/2014

Common Stock

25,000

$ 0

Options

$ 2.03

07/29/2011

G⁽³⁾

15,000

⁽⁸⁾

07/01/2015

Common Stock

15,000

$ 0

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Rao Mahendra S. 2711 CITRUS RD. RANCHO CORDOVA, CA 95742	X

Signatures

/s/ Mahendra Rao by Matthew Plavan, POA		08/01/2011
^**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)	Effective July 29, 2011, Dr. Rao resigned as Director of ThermoGenesis Corp. The Board of Director approved this grant of unrestricted stock for the reporting person on July 29, 2011 for his services in July.
(2)	Represents the fair market value on a per share basis as of July 29, 2011. No price was paid for this grant of unrestricted stock.
(3)	Dr. Rao's appointment with the National Institute of Health (NIH) required divestiture of any options or stock in certain companies, and Dr. Rao gifted his stock and options to his adult son who does not reside with him.
(4)	Option fully vested.
(5)	Option vests in three equal installments on July 1, 2010, 2011 and 2012.
(6)	Option vests in three equal installments on July 1, 2011, 2012 and 2013.
(7)	The option vests in three equal installments on October 29, 2011, 2012 and 2013
(8)	The option vests in three equal installments on July 1, 2012, 2013 and 2014.

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