Sec Form 4 Filing - Leung Pak To @ Cellular Biomedicine Group, Inc. - 2014-12-23

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 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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1. Name and Address of Reporting Person Leung Pak To 2. Issuer Name and Ticker or Trading Symbol Cellular Biomedicine Group, Inc. [ CBMG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1902-03 BANK OF AMERICA TOWER, 12 HARCOU, 3. Date of Earliest Transaction (MM/DD/YY) 12/23/2014 (Street) HONG KONG, F400000 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 12/23/2014 X 380,000 A $ 8 934,777 I See ( 1 ) Common Stock 12/23/2014 S 142,857 D $ 14 791,920 I See ( 2 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Option to Acquire (right to buy) $ 8 12/23/2014 X 380,000 07/02/2014 07/02/2017 Common Stock 380,000 $ 0 0 I See ( 3 ) Option to Acquire (right to buy) $ 8 12/23/2014 S 620,000 07/02/2014 07/02/2017 Common Stock 620,000 $ 0 0 I See ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Leung Pak To 1902-03 BANK OF AMERICA TOWER, 12 HARCOU HONG KONG, F400000 X Venture Garden Ltd 1902-03 BANK OF AMERICA TOWER 12 HARCOURT RD, CENTRAL HONG KONG, F400000 Controlled by a 10% Owner Full Moon Resources Ltd 1902-03 BANK OF AMERICA TOWER 12 HARCOURT RD, CENTRAL HONG KONG, F400000 Controlled by a 10% Owner Signatures /s/ Pak To Leung 12/24/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents (x) 554,777 shares held by Full Moon Resources Limited ("Full Moon Resources"), a company wholly owned by the Reporting Person, and for which he is the sole director, and (y) 380,000 shares acquired through the exercise of an option to purchase common stock held by Venture Garden Limited ("Venture Garden"), a company wholly owned by the Reporting Person and for which he is the sole director. ( 2 )Reflects a private sale by Venture Garden. Full Moon Resources expressly disclaims beneficial ownership of the shares of Common Stock the Issuer beneficially owned by Venture Garden, and vice versa. ( 3 )Through the exercise of the options to purchase common stock granted to Venture Garden by the Company. ( 4 )A portion of the option to purchase common stock was transferred by Venture Garden in a private transaction.

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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