Cellular Biomedicine (CBMG) Form 4 Cellular Biomedicine / Wei (William) Cao ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Cao Wei (William)

(Last) (First) (Middle)

19925 STEVENS CREEK BLVD., SUITE 100

(Street)

CUPERTINO CA 95014

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	03/01/2016		M		10,000	A	$5.4	184,472	D
Common Stock	03/01/2016		S(1)		10,000	D	$17.15	174,472	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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 (right to buy) (2013 Plan)	$5.4	03/01/2016		M		10,000		(2)	09/30/2023	Common Stock	10,000	$0	40,000(3)	D

Explanation of Responses:

1. The transaction reported was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 30, 2015. Accordingly, the reporting person had no discretion with regard to the timing of the transaction.

2. The option vests according to the following schedule: 1/36th per month following the vesting commencement date of September 30, 2013.

3. Due to a delay in communication with regard to the timing of the transactions reported herein, the total number of derivative securities of the issuer beneficially owned by the reporting person reported in his Form 4 filed on March 4, 2016 did not account for the change in derivative securities owned as a result of the transactions reported herein. As of the date of this report, the total number of derivative securities of the issuer beneficially owned by the reporting person under his 2013 non-qualified stock option plan is 32,500.

	/s/ Wei (William) Cao	04/14/2016
	** Signature of Reporting Person	Date
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).
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