Sec Form 5 Filing - Yao Yihong @ Cellular Biomedicine Group, Inc. - 2019-12-31

FORM 5 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 Yao Yihong 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 _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Scientific Officer (Last) (First) (Middle) 1345 AVENUE OF THE AMERICAS, FL. 15 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2019 (Street) NEW YORK, NY10105 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 ( 1 ) 01/25/2019 S 194 D $ 17.69 ( 2 ) 55,193 ( 12 ) D Common Stock 02/27/2019 S 194 D $ 18.06 ( 3 ) 54,999 ( 12 ) D Common Stock 03/27/2019 S 194 D $ 16.8 ( 4 ) 54,805 ( 12 ) D Common Stock 04/29/2019 S 193 D $ 16.89 ( 5 ) 54,612 ( 12 ) D Common Stock 05/28/2019 S 194 D $ 16.94 ( 6 ) 54,418 ( 12 ) D Common Stock 06/27/2019 S 194 D $ 14.94 ( 7 ) 54,224 ( 12 ) D Common Stock 07/29/2019 S 194 D $ 13.7 ( 8 ) 54,030 ( 12 ) D Common Stock 08/27/2019 S 194 D $ 11.47 ( 9 ) 53,836 ( 12 ) D Common Stock 09/27/2019 S 193 D $ 14.68 ( 10 ) 53,643 ( 12 ) D Common Stock 10/28/2019 S 193 D $ 15.08 ( 11 ) 53,450 ( 12 ) 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 Employee Stock Option (Right to Buy) ( 13 ) $ 18.61 04/08/2016 A 10,000 ( 14 ) 04/08/2026 Common Stock 10,000 $ 0 10,000 D Employee Stock Option (Right to Buy) ( 13 ) $ 26.53 08/04/2016 08/04/2025 Common Stock 25,000 25,000 ( 16 ) D Employee Stock Option (Right to Buy) ( 13 ) $ 12.4 ( 15 ) 03/03/2027 Common Stock 26,500 26,500 ( 17 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Yao Yihong 1345 AVENUE OF THE AMERICAS, FL. 15 NEW YORK, NY10105 Chief Scientific Officer Signatures /s/ Yihong Yao 02/11/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )As previously reported on the Reporting Person's Form 4 filed on April 3, 2017, on March 27, 2017, the Reporting Person was granted 26,500 restricted stock units ("RSUs") (Grant No. LTIP RSU G4) under the Cellular Biomedicine Group, Inc. 2014 Stock Incentive Plan (the "Plan"), which RSUs vest according to the following schedule: 1/48th per month, with the first installment vested on March 27, 2017. ( 2 )On January 25, 2019, upon vesting of his RSUs, the Reporting Person sold an aggregate of 194 shares of common stock at a per share price of $17.69. The transaction was effectuated for the purpose of fulfilling his tax obligations in accordance with the terms of his employment agreement and the Plan. Accordingly, the Reporting Person had no discretion with regard to the timing of the transaction. ( 3 )On February 27, 2019, upon vesting of his RSUs, the Reporting Person sold an aggregate of 194 shares of common stock at a per share price of $18.06. The transaction was effectuated for the purpose of fulfilling his tax obligations in accordance with the terms of his employment agreement and the Plan. Accordingly, the Reporting Person had no discretion with regard to the timing of the transaction. ( 4 )On March 27, 2019, upon vesting of his RSUs, the Reporting Person sold an aggregate of 194 shares of common stock at a per share price of $16.80. The transaction was effectuated for the purpose of fulfilling his tax obligations in accordance with the terms of his employment agreement and the Plan. Accordingly, the Reporting Person had no discretion with regard to the timing of the transaction. ( 5 )On April 29, 2019, upon vesting of his RSUs, the Reporting Person sold an aggregate of 193 shares of common stock at a per share price of $16.89. The transaction was effectuated for the purpose of fulfilling his tax obligations in accordance with the terms of his employment agreeme nt and the Plan. Accordingly, the Reporting Person had no discretion with regard to the timing of the transaction. ( 6 )On May 28, 2019, upon vesting of his RSUs, the Reporting Person sold an aggregate of 194 shares of common stock at a per share price of $16.94. The transaction was effectuated for the purpose of fulfilling his tax obligations in accordance with the terms of his employment agreement and the Plan. Accordingly, the Reporting Person had no discretion with regard to the timing of the transaction. ( 7 )On June 27, 2019, upon vesting of his RSUs, the Reporting Person sold an aggregate of 194 shares of common stock at a per share price of $14.94. The transaction was effectuated for the purpose of fulfilling his tax obligations in accordance with the terms of his employment agreement and the Plan. Accordingly, the Reporting Person had no discretion with regard to the timing of the transaction. ( 8 )On July 29, 2019, upon vesting of his RSUs, the Reporting Person sold an aggregate of 194 shares of common stock at a per share price of $13.70. The transaction was effectuated for the purpose of fulfilling his tax obligations in accordance with the terms of his employment agreement and the Plan. Accordingly, the Reporting Person had no discretion with regard to the timing of the transaction. ( 9 )On August 27, 2019, upon vesting of his RSUs, the Reporting Person sold an aggregate of 194 shares of common stock at a per share price of $11.47. The transaction was effectuated for the purpose of fulfilling his tax obligations in accordance with the terms of his employment agreement and the Plan. Accordingly, the Reporting Person had no discretion with regard to the timing of the transaction. ( 10 )On September 27, 2019, upon vesting of his RSUs, the Reporting Person sold an aggregate of 193 shares of common stock at a per share price of $14.68. The transaction was effectuated for the purpose of fulfilling his tax obligations in accordance with the terms of his employment agreement and the Plan. Accordingly, the Reporting Person had no discretion with regard to the timing of the transaction. ( 11 )On October 28, 2019, upon vesting of his RSUs, the Reporting Person sold an aggregate of 193 shares of common stock at a per share price of $15.08. The transaction was effectuated for the purpose of fulfilling his tax obligations in accordance with the terms of his employment agreement and the Plan. Accordingly, the Reporting Person had no discretion with regard to the timing of the transaction. ( 12 )Due to administrative errors, the Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year was inaccurately reported in Column 5 of Table I of the Reporting Person's Form 5 filed on February 14, 2019 (the "2019 Form 5") and prior Section 16 reports. As a result, the Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year in Column 5 of Table I of this form does not correspond with the number reported in the 2019 Form 5. This form corrects the prior reporting and rounding errors made in Column 5 of Table I of the Reporting Person's prior Section 16 reports. ( 13 )In the Reporting Person's prior Section 16 reports, employee stock options were referred to using various differing titles. For convenience, in the Reporting Person's future Section 16 reports, all employee stock options to buy common stock will be referred to using the title "Employee Stock Option (Right to Buy)." The nature and economic terms of the re titled employee stock options remain unchanged. ( 14 )As previously reported on the Issuer's Form DEF 14A Definitive Proxy Statement filed on March 17, 2017, on April 8, 2016, the Reporting Person was granted an employee stock option to purchase up to 10,000 shares of common stock, of which 3,000 shares vested and became fully exercisable on April 8, 2017; 3,000 shares vested and became fully exercisable on April 8, 2018; and 4,000 shares vested and became fully exercisable on April 8, 2019. ( 15 )This option (Grant No. 14-327) vests over a period of four years according to the following schedule: 1/48th per month, with the first installment vested on March 27, 2017. ( 16 )The acquisition of these derivative securities was previously reported on the Reporting Person's Form 4 filed on August 21, 2015. This holdings entry is included solely to reconfirm the number derivative securities of this class beneficially owned by the Reporting Person. ( 17 )The acquisition of these derivative securities was previously reported on the Reporting Person's Form 4 filed on April 3, 2017. This holdings entry is included solely to reconfirm the number derivative securities of this class beneficially owned by the Reporting Person.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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