Sec Form 4 Filing - Wong Keith @ Cellular Biomedicine Group, Inc. - 2012-02-03

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 Wong Keith 2. Issuer Name and Ticker or Trading Symbol Cellular Biomedicine Group, Inc. [ CBMG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 8040 E. MORGAN TRAIL, UNIT 18 3. Date of Earliest Transaction (MM/DD/YY) 02/03/2012 (Street) SCOTTSDALE, AZ85258 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 02/03/2012 S 50,000 ( 1 ) D $ 0.055 48,249,600 ( 1 ) D Common Stock 02/23/2012 S 50,000 ( 1 ) D $ 0.06 48,249,600 ( 1 ) D Common Stock 06/13/2012 S 60,000 ( 1 ) D $ 0.07 48,124,600 ( 1 ) D Common Stock 06/18/2012 S 3,815 ( 1 ) D $ 0.085 48,124,600 ( 1 ) D Common Stock 06/26/2012 S 61,185 ( 1 ) D $ 0.085 48,124,600 ( 1 ) D Common Stock 07/12/2012 S 80,000 ( 1 ) D $ 0.11 48,032,000 ( 1 ) D Common Stock 07/23/2012 S 12,600 ( 1 ) D $ 0.11 48,032,000 ( 1 ) D Common Stock ( 2 ) 08/02/2012 G 1,800,000 ( 1 ) D $ 0 44,652,000 ( 1 ) D Common Stock ( 2 ) 08/02/2012 G 600,000 ( 1 ) D $ 0 44,652,000 ( 1 ) D Common Stock ( 2 ) 08/02/2012 G 980,000 ( 1 ) D $ 0 44,652,000 ( 1 ) D Common Stock ( 3 ) 02/06/2013 A 30,000 ( 4 ) A $ 5 476,520 ( 4 ) D Common Stock 03/04/2013 S 1,000 ( 4 ) D $ 7.18 475,520 ( 4 ) D Common Stock 07/08/2013 S 600 ( 4 ) D $ 6.6 474,070 ( 4 ) D Common Stock 07/09/2013 S 400 ( 4 ) D $ 6.6 474,070 ( 4 ) D Common Stock 07/19/2013 S 300 ( 4 ) D $ 7 474,070 ( 4 ) D Common Stock 07/23/2013 S 150 ( 4 ) D $ 7 474,070 ( 4 ) 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 (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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Wong Keith 8040 E. MORGAN TRAIL, UNIT 18 SCOTTSDALE, AZ85258 X Signatures /s/ Keith Wong 08/09/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The amounts of shares do not reflect a share exchange conducted by the Company in connection with its reincorporation from Arizona to Delaware, with the same effect as a 1:100 reverse stock split, which became effective on January 31, 2013 (the ?Reverse Split?). ( 2 )On August 2, 2012, Keith Wong transferred 1,800,000, 600,000, 980,000 shares of the Compan y?s common stock (collectively, the ?Shares?) as gifts to Rudolph Wong, Rebecca Wong, and Hong Chen, respectively. Rudolph Wong and Rebecca Wong are adult children of Keith Wong. Hong Chen is the wife of Keith Wong, who disclaims beneficial ownership of the Shares. ( 3 )On February 6, 2013, Keith Wong was issued 30,000 shares of the Company?s common stock pursuant to the Company?s Amended and Restated 2011 Incentive Stock Option Plan. ( 4 )The amounts of shares reflect the Reverse Split.

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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