| FORM 5 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL 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). | |||||||||||||||||
| Form 3 Holdings Reported. | |||||||||||||||||
| Form 4 Transactions Reported. | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Cellular Biomedicine Group, Inc. [ CBMG ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 12/31/2019 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | |||||||||||||||
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| 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 at end of Issuer's Fiscal Year (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||||||
| Amount | (A) or (D) | Price | |||||||||||||
| Common Stock(1) | 01/31/2019 | S4 | 178 | D | $17.69(3) | 175,810(13) | D | ||||||||
| Common Stock | 12/12/2019 | A4 | 20,000(2) | A | $0 | 195,810(13) | D | ||||||||
| Common Stock | 02/27/2019 | S4 | 178 | D | $18.06(4) | 195,632(13) | D | ||||||||
| Common Stock | 03/27/2019 | S4 | 486 | D | $16.8(5) | 195,146(13) | D | ||||||||
| Common Stock | 04/29/2019 | S4 | 486 | D | $16.89(6) | 194,660(13) | D | ||||||||
| Common Stock | 05/28/2019 | S4 | 486 | D | $16.94(7) | 194,174(13) | D | ||||||||
| Common Stock | 06/27/2019 | S4 | 486 | D | $14.94(8) | 193,688(13) | D | ||||||||
| Common Stock | 07/29/2019 | S4 | 486 | D | $13.7(9) | 193,202(13) | D | ||||||||
| Common Stock | 08/27/2019 | S4 | 486 | D | $11.47(10) | 192,716(13) | D | ||||||||
| Common Stock | 09/27/2019 | S4 | 485 | D | $14.68(11) | 192,231(13) | D | ||||||||
| Common Stock | 10/28/2019 | S4 | 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) | ||||||||||||||
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| 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) | |||
| (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
| Employee Stock Option (Right to Buy)(14) | $18.61 | 04/08/2016 | 4A | 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 | |||||||
| 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. |
| /s/ Andrew Chan | 02/11/2020 | |
| ** 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). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
