Sec Form 4 Filing - Chan Andrew K @ Cellular Biomedicine Group, Inc. - 2021-02-19

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 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) C/O CELLULAR BIOMEDICINE GROUP, INC., 9605 MEDICAL CENTER DR, SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 02/19/2021 (Street) ROCKVILLE, MD20850 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 02/19/2021( 1 ) A( 2 ) 48,000 A $ 0 239,747 D Common Stock 02/19/2021 D 239,747 D 0 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 Options (Right to Buy) $ 3 02/19/2021 D 38,880 ( 4 ) 02/20/2023 Common Stock 38,880 ( 5 ) 0 D Employee Stock Options (Right to Buy) $ 5.61 02/19/2021 D 37,904 ( 6 ) 05/16/2024 Common Stock 37,904 ( 5 ) 0 D Employee Stock Options (Right to Buy) $ 18.61 02/19/2021 J 15,000 ( 7 ) 04/08/2026 Common Stock 15,000 ( 8 ) 0 D Employee Stock Options (Right to Buy) $ 12.55 02/19/2021 D 15,000 01/20/2017 01/20/2027 Common Stock 15,000 ( 5 ) 0 D Employee Stock Options (Right to Buy) $ 12.4 02/19/2021 D 23,000 ( 9 ) 03/03/2027 Common Stock 23,000 ( 5 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Chan Andrew K C/O CELLULAR BIOMEDICINE GROUP, INC. 9605 MEDICAL CENTER DR, SUITE 100 ROCKVILLE, MD20850 Ch Legal Ofr, Corp Dev & Sec Signatures /s/ Andrew Chan 02/19/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 11, 2020, by and among Cellular Biomedicine Group, Inc. (the "Company"), CBMG Holdings ("Parent") and CBMG Merger Sub Inc. ("Merger Sub"), pursuant to which Merger Sub merged with and into the Company, with the Company surviving the Merger as a wholly-owned subsidiary of Parent (the "Merger"). The Merger became effective on February 19, 2021 (the "Closing Date"). ( 2 )Effective March 3, 2017, the Reporting Person was granted performance-based restricted stock units, which, as a result of the Merger, were accelerated and vested in full at the maximum level of performance on the Closing Date. ( 3 )Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock was cancelled and exchanged for the right to receive merger consideration of $19.75 in cash per share. ( 4 )This option vested according to the following schedule: 1/36th per month following the vesting commencement date of February 20, 2013. ( 5 )Pursuant to the Merger Agreement, at the effective time of the Merger, each stock option was cancelled and exchanged for the right to receive an amount in cash equal to (A) the total number of shares of common stock subject to such stock option multiplied by (B) the excess, if any, of the per share merger consideration of $19.75 over the exercise price of the stock option. ( 6 )This option vested according to the following schedule: 1/31st per month following the vesting commencement date of May 16, 2014. ( 7 )This option vested according to the following schedule: 4,500 shares vested and became fully exercisable April 8, 2017, 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. ( 8 )Pursuant to an agreement between the Reporting Person and Parent, the 15,000 stock options held by the Reporting Person were converted into an option to acquire ordinary shares of Parent. ( 9 )This option vests over a period of four years according to the following schedule: 1/48th per month following the vesting commencement date of March 27, 2017. In connection with the Merger, unvested options were accelerated and vested in full at the effective time of the Merger.

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