Sec Form 4 Filing - Ji Gang Jacky @ 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 Ji Gang Jacky 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) C/O CELLULAR BIOMEDICINE GROUP, INC., 9605 MEDICAL CENTER DRIVE, 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

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 Non-Qualified Stock Option $ 14.7 02/19/2021 D 3,620 06/02/2017 11/10/2026 Common Stock 3,620 ( 1 ) 0 D Non-Qualified Stock Option $ 10.8 02/19/2021( 2 ) D 4,926 04/28/2018 04/28/2027 Common Stock 4,926 ( 1 ) 0 D Non-Qualified Stock Option $ 19.71 02/19/2021 D 2,947 04/26/2019 05/18/2028 Common Stock 2,947 ( 1 ) 0 D Non-Qualified Stock Option $ 17 02/19/2021( 3 ) D 3,133 04/24/2020 05/15/2029 Common Stock 3,133 ( 1 ) 0 D Non-Qualified Stock Option $ 14.68 ( 4 ) 02/19/2021 D 5,543 04/23/2021( 5 ) 04/25/2030 Common Stock 5,543 ( 1 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Ji Gang Jacky C/O CELLULAR BIOMEDICINE GROUP, INC. 9605 MEDICAL CENTER DRIVE, SUITE 100 ROCKVILLE, MD20850 X Signatures /s/ Gang (Jacky) Ji 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"), 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"). 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. ( 2 )As previously reported on the Issuer's Form DEF 14A Definitive Proxy Statement filed on March 12, 2018, on April 28, 2017, the Reporting Person was granted an option to purchase up to 4,926 shares of common stock, all of which vested and became fully exercisable on April 28, 2018. ( 3 )As previously reported on the Issuer's Form DEF 14A Definitive Proxy Statement filed on April 29, 2020, on May 15, 2019, the Reporting Person was granted an option to purchase shares of common stock. These 3,133 stock options vested and became fully exercisable on April 24, 2020. ( 4 )The exercise price of this option to purchase shares of common stock was erroneously reported as $14.65 in the Reporting Person's Form 4 filed on April 28, 2020. ( 5 )In connection with the Merger, unvested options were accelerated and vested in full at the effective time of the Merger.

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