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SEC Company Response from Cryoport, (CYRX) — Jun 5, 2012

Cryoport, Inc.
Date: June 5, 2012 · CIK: 0001124524 · Accession: 0001193125-12-260013

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File numbers found in text: 333-180326

Referenced dates: April 12, 2012, May 7, 2012

Date
June 5, 2012
Author
Ziebell
Form
CORRESP
Company
Cryoport, Inc.

Letter

Division of Corporation Finance Securities and Exchange Commission RE: CryoPort, Inc. Amendment No. 2 to Registration Statement on Form S-1 Filed May 18, 2012 File No. 333-180326

Dear Ms. Long:

On behalf of our client, CryoPort, Inc. (the “Company”), we are responding to an oral comment of the Staff of the Securities and Exchange Commission (the “Commission”) communicated telephonically to the undersigned on May 31, 2012. The Staff’s oral comment concerned the Company’s response to comment number 1 contained in the Commission’s letter dated April 12, 2012, as further supplemented by the Company’s response to the Commission’s follow-up comment number 1 contained in the Staff’s letter dated May 7, 2012.

In response to the Commission’s oral comment, the Company hereby advises the Commission that the 118,685 restricted shares of common stock that were sold by non-affiliate stockholders following January 28, 2012, were acquired by such stockholders in connection with the Company’s February 2011 private placement or in connection with the Company’s private placement in August to October 2010. Because these 118,685 restricted shares of common stock were sold by such non-affiliate stockholders in March and April 2012, such shares had been acquired in excess of one year prior to the date of sale and, therefore, could be sold pursuant to Rule 144 without regard to the requirements of Rule 144(c)(1), as provided in Rule 144(b)(1)(i).

June 5, 2012

Page 2 of 2

If you have any questions regarding the above, please do not hesitate to give me a call at (714) 427-7402.

Very truly yours,
/s/ Mark R.
Ziebell

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CORRESP
1
filename1.htm

RESPONSE LETTER

 Snell & Wilmer L.L.P.

600 Anton Boulevard

Suite 1400

Costa Mesa, California 92626-7689

 TELEPHONE: (714) 427-7000

 FACSIMILE: (714) 427-7799

   Mark R. Ziebell

   714.427.7402

mziebell@swlaw.com

June 5, 2012

 Via Federal Express and EDGAR

 Division of Corporation Finance

 Securities and Exchange Commission

100 F. Street, N.E.

 Washington, D.C. 20549-7010

 Attn.: Ms. Pam Long, Associate Director

RE:
CryoPort, Inc.

   Amendment No. 2 to Registration Statement on Form S-1

   Filed May 18, 2012

   File
No. 333-180326

 Dear Ms. Long:

 On behalf of our client, CryoPort, Inc. (the “Company”), we are responding to an oral comment of the Staff of the Securities and Exchange Commission (the “Commission”) communicated
telephonically to the undersigned on May 31, 2012. The Staff’s oral comment concerned the Company’s response to comment number 1 contained in the Commission’s letter dated April 12, 2012, as further supplemented by the
Company’s response to the Commission’s follow-up comment number 1 contained in the Staff’s letter dated May 7, 2012.

 In response to the Commission’s oral comment, the Company hereby advises the Commission that the 118,685 restricted shares of common stock that were sold by non-affiliate stockholders following
January 28, 2012, were acquired by such stockholders in connection with the Company’s February 2011 private placement or in connection with the Company’s private placement in August to October 2010. Because these 118,685 restricted
shares of common stock were sold by such non-affiliate stockholders in March and April 2012, such shares had been acquired in excess of one year prior to the date of sale and, therefore, could be sold pursuant to Rule 144 without regard to the
requirements of Rule 144(c)(1), as provided in Rule 144(b)(1)(i).

 June 5, 2012

 Page 2 of 2

 If you have any questions regarding the above, please do not
hesitate to give me a call at (714) 427-7402.

 Very truly yours,

/s/ Mark R.
Ziebell

Mark R. Ziebell

cc:
Robert S. Stefanovich

 Chief
Financial Officer