This Amendment No. 2 (“Amendment No. 2”) to Schedule 13D relates to the common stock,
par value $0.001 per share (the “Common Stock”) of Cryoport, Inc., a Nevada corporation (the “Issuer”), and amends the initial statement on Schedule 13D filed on October 13, 2020 as amended by Amendment No. 1 filed on
August 26, 2021 (as amended, the “Schedule 13D”). Capitalized terms used but not defined in this Amendment No. 2 shall have the same meanings ascribed to them in the Schedule 13D. Except as specifically provided herein, this
Amendment No. 2 does not modify any of the information previously reported in the Schedule 13D.
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Item 2.
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Identity and Background.
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Item 2 of the Schedule 13D is hereby amended by incorporating herein by reference the information set forth on the
updated Schedule I attached hereto.
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Item 4.
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Purpose of Transaction.
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Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
In connection with the sales described in Item 5(c) below, Blackstone Freeze Parent L.P. and Blackstone Tactical Opportunities Fund – FD L.P. have agreed
with the purchaser of such shares not to sell additional shares of common stock for a period of ten days from the date of such sale. Subject to the terms and conditions of the documents described in this Schedule 13D to which the Reporting Persons
are a party, the Reporting Persons or their affiliates may seek to acquire securities of the Issuer, including Common Stock and/or other equity, debt, notes or other financial instruments related to the Issuer or the Common Stock (which may include
rights or securities exercisable or convertible into securities of the Issuer), and/or sell or otherwise dispose of some or all of such Issuer securities or financial instruments (which may include distributing some or all of such securities to such
Reporting Person’s respective partners or beneficiaries, as applicable) from time to time, in each case, in open market or private transactions, block sales or otherwise. In connection with the sales described in Item 5(c) below, the Reporting
Persons have evaluated and will continue to evaluate the possibility of selling additional shares of Common Stock. Any transaction that any of the Reporting Persons or their affiliates may pursue, subject to the terms and conditions of the documents
described herein to which the Reporting Persons are a party, may be made at any time and from time to time without prior notice and will depend on a variety of factors, including, without limitation, the price and availability of the Issuer’s
securities or other financial instruments, the Reporting Persons’ or such affiliates’ trading and investment strategies, subsequent developments affecting the Issuer, the Issuer’s business and the Issuer’s prospects, other
investment and business opportunities available to such Reporting Persons and their affiliates, general industry and economic conditions, the securities markets in general, tax considerations and other factors deemed relevant by such Reporting
Persons and such affiliates.
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Item 5.
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Interest in Securities of the Issuer
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Items 5(a)-(c) of the Schedule 13D are hereby amended and restated as follows:
(a) and (b) Calculations of the percentage of the shares of Common Stock beneficially owned assumes that there were 49,279,604 shares of Common Stock
outstanding as of November 12, 2021 as set forth in the Issuer’s prospectus filed with the Securities and Exchange Commission on November 12, 2021.
The aggregate number and percentage of the Common Stock beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to
which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and
row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference.
As of the date hereof, (x) Blackstone Freeze Parent L.P.
directly holds 443,057 shares of Common Stock and 195,439 shares of Series C Preferred Stock, which is convertible into 5,294,787 shares of Common Stock as of the date hereof, and (y) Blackstone Tactical Opportunities Fund – FD L.P.
directly holds 10,339 shares of Common Stock and 4,561 shares of Series C Preferred Stock, which is convertible into 123,566 shares of Common Stock as of the date hereof.
Blackstone Tactical Opportunities Associates III – NQ L.P. is the general partner of Blackstone Tactical Opportunities Fund – FD L.P. BTO DE GP
– NQ L.L.C. is the general partner of Blackstone Tactical Opportunities Associates III – NQ L.P. Blackstone Holdings II L.P. is the managing member of BTO DE GP – NQ L.L.C. Blackstone Holdings I/II GP L.L.C. is the general partner of
Blackstone Holdings II L.P.
BTO Holdings Manager L.L.C. is the general partner of Blackstone Freeze Parent L.P. Blackstone Tactical Opportunities
Associates L.L.C. is the managing member of BTO Holdings Manager L.L.C. BTOA L.L.C. is the sole member of Blackstone Tactical Opportunities Associates L.L.C. Blackstone Holdings III L.P. is the managing member of BTOA L.L.C. Blackstone Holdings III
GP L.P. is the general partner of Blackstone Holdings III L.P. Blackstone Holdings III GP Management L.L.C. is the general partner of Blackstone Holdings III GP L.P.
Blackstone Inc. is the sole member of each of Blackstone Holdings I/II GP L.L.C. and Blackstone Holdings III GP Management L.L.C. The sole holder of the
Series II preferred stock of Blackstone Inc. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone’s senior managing directors and controlled by its founder, Stephen A. Schwarzman.
Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any Reporting Person is the beneficial owner
of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose and each of the Reporting Persons expressly disclaims beneficial ownership of such shares of
Common Stock.
Any beneficial ownership of Common Stock by any of the persons listed on Schedule I is set forth on Schedule I filed
herewith.
(c) On November 16, 2021, the Reporting Persons sold shares of Common Stock in a block trade as follows:
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Seller
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Date
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Number
of Shares
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Price
per
Share
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Blackstone Freeze Parent L.P.
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11/16/2021
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488,600
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$
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76.00
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Blackstone Tactical Opportunities Fund – FD L.P.
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11/16/2021
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11,400
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$
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76.00
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Except as set forth in this Schedule 13D, none of the Reporting Persons or, to the best knowledge of the Reporting Persons,
any other person named in Schedule I, has effected any transaction in Common Stock in the past 60 days.