Sec Form 3 Filing - TF Venture Capital Management Co., Ltd. @ Cellular Biomedicine Group, Inc. - 2020-01-28

FORM 3 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 TF Venture Capital Management Co., Ltd. 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) PO BOX 472, 2ND FLOOR, HARBOUR PLACE, 103 SOUTH CHURCH STREET, GEORGE TOWN 3. Date of Earliest Transaction (MM/DD/YY) 01/28/2020 (Street) GRAND CAYMAN, E9KY1-1106 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

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 Convertible Note $ 19.5 ( 2 ) ( 2 ) ( 2 ) Common Stock 358,974 I See Footnote ( 1 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other TF Venture Capital Management Co., Ltd. PO BOX 472, 2ND FLOOR, HARBOUR PLACE 103 SOUTH CHURCH STREET, GEORGE TOWN GRAND CAYMAN, E9KY1-1106 X Winsor Capital Ltd TRINITY CHAMBERS PO BOX 4301, ROAD TOWN TORTOLA, D800000 X Chiang Chen Hsiu-Lien C/O WINSOR CAPITAL LIMITED TRINTIY CHAMBERS, PO BOX 4301, ROAD TOWN TORTOLA, D800000 X Signatures TF Venture Capital Management Co., Ltd. /s/Hsiu-Lien Chiang Chen, Director 02/03/2020 Signature of Reporting Person Date Winsor Capital Limited /s/ Ming Li, Secretary 02/03/2020 Signature of Reporting Person Date /s/ Hsiu-Lien Chiang Chen 02/03/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The securities reported herein are held by Winsor Capital Limited ("Winsor"). TF Venture Capital Management Co., Ltd. ("TF Capital") is the general partner of the sole shareholder of Winsor. Hsiu-Lien Chiang Chen controls TF Capital. The filing of this statement shall not be deemed an admission that the Reporting Persons are the beneficial owners of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. The Reporting Persons expressly disclaim beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein. ( 2 )The convertible notes mature 9 months from February 1, 2020 or earlier in the case of an event of default. Upon maturity, the convertible note will be converted into shares of common stock at a conversion price equal to the lower of (A) $19.50 per share and (B) an amount representing a 15% discount to the volume weighted average price over the 30 trading days prior to and including the maturity date, in each case subject to ratable adjustment for any stock split, stock dividend, stock combination or other recapitalization occurring subsequent to the date the Notes are issued; provided that, if an acquisition has occurred on or prior to the maturity date, the conversion shall be subject to the consent of Winsor, and in the event that Winsor elects not to effect the conversion the convertible note will be repaid in cash.

Remarks: The Reporting Persons do not individually beneficially own more than 10% of the outstanding common stock of the Issuer. They are filing this Form 3 because they may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding common stock. The Reporting Persons expressly disclaim beneficial ownership of the securities beneficially owned by the other group members.

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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