Form 4 CYTORI THERAPEUTICS, For: Aug 07 Filed by: OLYMPUS CORP (10K)

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

OLYMPUS CORP

(Last)

(First)

(Middle)

SHINJUKU MONOLITH, 3-1 NISHI-SHINJUKU 2-CHOME

(Street)

SHINJUKU-KU, TOKYO

163-0914

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CYTORI THERAPEUTICS, INC. [CYTX]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/07/2008

4. If Amendment, Date of 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

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
Common Stock ⁽¹⁾	08/07/2008⁽²⁾		P		1,000,000	A	$ 6 ⁽³⁾	4,013,043	D

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

Common Stock Warrant

$ 8.5 ⁽⁴⁾

08/07/2008⁽⁵⁾

500,000

02/11/2009

08/11/2013

Common Stock ⁽¹⁾

500,000

$ 0 ⁽⁶⁾

500,000

Explanation of Responses:

1. The Common Stock is not registered under the U.S. Securities Act of 1933, but the terms of the transaction entitle Olympus Corp to resale registration rights.

2. Olympus Corp and the Issuer entered into a Common Stock Purchase Agreement on 8/7/2008. The shares of Common Stock were issued on 8/8/2008.

3. Common Stock was purchased in a private placement as a component of Units consisting of 1 share and 0.5 Warrant, based on a discount from the closing price for the Common Stock on the closing date.

4. Conversion Price is subject to weighted-average anti-dilution price adjustment in the event of subsequent stock offerings by the Issuer at less than the exercise price of the Warrant.

5. Olympus Corp and the Issuer entered into a Common Stock Purchase Agreement on 8/7/2008. The Common Stock Warrant was issued on 8/11/2008.

6. Warrants were purchased in a private placement as a component of a Unit consisting of 1 share and 0.5 Warrant. No separate consideration was paid for the Warrants and pricing of the Unit was based on a discount off of the current market price of the Common Stock. See Footnote 3.

	Jonathan E. Soneff, By Power of Attorney For: Olympus Corporation	08/11/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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EX-24.1

Unassociated Document

Authorization To Sign Reportable Securities Transaction Forms

Special Power of Attorney

1. Name and Address of Reporting Person

Olympus Corporation

2. Date

June 7, 2005

4. Issuer Name and Ticker or Trading Symbol

Cytori Therapeutics, Inc. (CYTX)

Olympus Corporation hereby authorizes and designates Issuer’s In-House Counsel (Currently Jonathan Soneff) power to sign and file the following forms and related documents with the United States Securities and Exchange Commission on behalf of Olympus Corporation relative to transactions or holdings of Issuer’s securities:

Form ID, Form 3, Form 4, Form 5, Schedule 13(d), Schedule 13(g) and Form 144.

This Authorization To Sign shall be valid for a period of five (5) years or until it is revoked.

/s/ Masaaki Terada June 7, 2005

Olympus Corporation (Date)

Name: Masaaki Terada

Title: Director / Corporate R&D Center

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