Sec Form 5 Filing - Chan Andrew K @ Cellular Biomedicine Group, Inc. - 2019-12-31

Insider filing report for Changes in Beneficial Ownership
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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
Chan Andrew K
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)
Ch Legal Ofr, Corp Dev & Sec
(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 ) 01/31/2019 S 178 D $ 17.69 ( 3 ) 175,810 ( 13 ) D
Common Stock 12/12/2019 A 20,000 ( 2 ) A $ 0 195,810 ( 13 ) D
Common Stock 02/27/2019 S 178 D $ 18.06 ( 4 ) 195,632 ( 13 ) D
Common Stock 03/27/2019 S 486 D $ 16.8 ( 5 ) 195,146 ( 13 ) D
Common Stock 04/29/2019 S 486 D $ 16.89 ( 6 ) 194,660 ( 13 ) D
Common Stock 05/28/2019 S 486 D $ 16.94 ( 7 ) 194,174 ( 13 ) D
Common Stock 06/27/2019 S 486 D $ 14.94 ( 8 ) 193,688 ( 13 ) D
Common Stock 07/29/2019 S 486 D $ 13.7 ( 9 ) 193,202 ( 13 ) D
Common Stock 08/27/2019 S 486 D $ 11.47 ( 10 ) 192,716 ( 13 ) D
Common Stock 09/27/2019 S 485 D $ 14.68 ( 11 ) 192,231 ( 13 ) D
Common Stock 10/28/2019 S 485 D $ 15.08 ( 12 ) 191,746 ( 13 ) 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) ( 14 ) $ 18.61 04/08/2016 A 15,000 ( 15 ) 04/08/2026 Common Stock 15,000 $ 0 15,000 D
Employee Stock Option (Right to Buy) ( 14 ) $ 5.61 ( 16 ) 05/16/2024( 19 ) Common Stock 37,904 37,904 ( 20 ) D
Employee Stock Option (Right to Buy) ( 14 ) $ 3 ( 17 ) 02/20/2023 Common Stock 38,880 38,880 ( 21 ) D
Employee Stock Option (Right to Buy) ( 14 ) $ 12.55 01/20/2017 01/20/2027 Common Stock 15,000 15,000 ( 22 ) D
Employee Stock Option (Right to Buy) ( 14 ) $ 12.4 ( 18 ) 03/03/2027 Common Stock 23,000 23,000 ( 22 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Chan Andrew K
1345 AVENUE OF THE AMERICAS, FL. 15
NEW YORK, NY10105
Ch Legal Ofr, Corp Dev & Sec
Signatures
/s/ Andrew Chan 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 23,000 restricted stock units ("RSUs") (Grant No. LTIP RSU G5) under the Cellular Biomedicine Group, Inc. 2014 Stock Incentive Plan (the "Plan"), which RSUs vest over a period of four years according to the following schedule: 1/48th per month, with the first installment vested on March 27, 2017.
( 2 )As previously reported on the Issuer's Form DEF 14A Definitive Proxy Statement filed on March 15, 2019, the Reporting Person was granted an additional 20,000 time vesting RSUs (the "Appended RSU") to append his 2017 LTIP award (Grant No. LTIP RSU G5) under the Cellular Biomedicine Group, Inc. 2014 Stock Incentive Plan (the "Plan"), the Appended RSUs vest 1/24th per month over the remaining vesting period of the 2017 LTIP award with the first installment of the Appended RSU vested on March 27, 2019.
( 3 )On January 25, 2019, upon vesting of his RSUs, the Reporting Person sold an aggregate of 178 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.
( 4 )On February 27, 2019, upon vesting of his RSUs, the Reporting Person sold an aggregate of 178 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.
( 5 )On March 27, 2019, upon vesting of his RSUs, the Reporting Person sold an aggregate of 486 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.
( 6 )On April 29, 2019, upon vesting of his RSUs, the Reporting Person sold an aggregate of 486 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 agreement and the Plan. Accordingly, the Reporting Person had no discretion with regard to the timing of the transaction.
( 7 )On May 28, 2019, upon vesting of his RSUs, the Reporting Person sold an aggregate of 486 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.
( 8 )On June 27, 2019, upon vesting of his RSUs, the Reporting Person sold an aggregate of 486 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.
( 9 )On July 29, 2019, upon vesting of his RSUs, the Reporting Person sold an aggregate of 486 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.
( 10 )On August 27, 2019, upon vesting of his RSUs, the Reporting Person sold an aggregate of 486 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.
( 11 )On September 27, 2019, upon vesting of his RSUs, the Reporting Person sold an aggregate of 485 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.
( 12 )On October 28, 2019, upon vesting of his RSUs, the Reporting Person sold an aggregate of 485 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.
( 13 )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.
( 14 )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.
( 15 )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 4,500 shares of common stock, which vested and became fully exercisable April 8, 2017, and another employee stock option to purchase up to 10,500 shares of common stock, of which 4,500 shares vested and became fully exercisable on February 7, 2018 and 6,000 shares vested and became fully exercisable on February 7, 2019.
( 16 )This option vested according to the following schedule: 1/31st per month following the vesting commencement date of May 16, 2014.
( 17 )The option vested according to the following schedule: 1/36th per month following the vesting commencement date of February 20, 2013.
( 18 )This option (Grant No. 14-328) 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.
( 19 )As a result of a typographical error, the expiration date on these derivative securities was incorrectly reported as May 16, 2023 on the Reporting Person's Form 4 filings filed on December 22, 2015, January 21, 2016, and February 19, 2016.
( 20 )The acquisition of these derivative securities was previously reported on the Reporting Person's Form 4 filed on August 18, 2014, with subsequent dispositions reported on Form 4 filings filed on September 23, 2015, October 21, 2015, November 19, 2015, December 22, 2015, January 21, 2016, and February 19, 2016. This holdings entry is included solely to reconfirm the number derivative securities of this class beneficially owned by the Reporting Person.
( 21 )The acquisition of these derivative securities was previously reported on the Reporting Person's Form 4 filed on February 22, 2013, with subsequent dispositions reported on Form 4 filings filed on September 23, 2015, October 21, 2015, November 23, 2015, December 22, 2015, January 21, 2016, and February 23, 2016. This holdings entry is included solely to reconfirm the number derivative securities of this class beneficially owned by the Reporting Person.
( 22 )This transaction 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.

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