5 1 lindstrom5.txt U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 5 ANNUAL 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(f) of the Investment Company Act of 1940 1. Name and Address of Reporting Person LINDSTROM RICHARD L. (Last) (First) (Middle) 2250 North 1500 West (Street) Ogden, Utah 84404 (City) (State) (Zip) 2. Date of Event Requiring Statement (Month/Day/Year) March 31, 2001 3. IRS or Social Security Number of Reporting Person (Voluntary) 4. Issuer Name and Ticker or Trading Symbol CRYOCON, INC. (CRYQ) 5. Relationship of Reporting Person to Issuer (Check all applicable) [ X ] Director [ ] 10% Owner [ X ] Officer (give title below) [ ] Other (specify below) DIRECTOR DIRECTOR, CRYOCON MEDICAL DIVISION 6. If Amendment, Date of Original (Month/Year) 7. Individual or Joint/Group Filing (Check applicable line) [ X ] Form Filed by One Reporting Person [ ] Form Filed by More than One Reporting Person United States Securities and Exchange Commission Washington, D.C. 20549 [ ]Check box if no longer subject to Section 16. Form 4 or Form 5 obli- gations may continue. See Instruc- tion 1(b) [ ]Form 3 Holdings Reported [ ]Form 4 Transactions Reported ================================================================================ Table I -- Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned ================================================================================

*If the form is filed by more than one reporting person, see instruction 4(b)(v) FORM 5 (continued) Table II -- Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) ================================================================================

Explanation of Responses: Dr. Richard L. Lindstrom was appointed a director to Cryocon's Board April 25, 2001. As a director, Dr. Lindstrom received an Option Agreement for 250,000 shares. The shares vest at 50,000 immediately and 50,000 shares a year upon the anniversary of Dr. Lindstrom's appointment. There is no exercise price. The option expires 180 following the termination of Dr. Lindstrom's board position and/or employment with the Company. ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(4) /s/ Richard Lindstrom 15 MAY 2001 -------------------------------- ----------- ** Signature of Reporting Person Date NOTE: File three copies of this Form; one of which must be manually signed. If space provided is insufficient, see Instructionn 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

CRYOCON INC 5