SEC FORM 4

SEC FORM 4 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^*

Zhou Hansheng

(Last)

(First)

(Middle)

C/O CELLULAR BIOMEDICINE GROUP, INC.

9605 MEDICAL CENTER DR, SUITE 100

(Street)

ROCKVILLE

20850

(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)
02/19/2021

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Qualified Stock Option	$16	02/19/2021		D			5,300	07/18/2017	07/18/2026	Common Stock	5,300	⁽¹⁾	0	D
Non-Qualified Stock Option	$10.8	02/19/2021⁽²⁾		D			12,056	04/28/2018	04/28/2027	Common Stock	12,056	⁽¹⁾	0	D
Non-Qualified Stock Option	$19.71	02/19/2021		D			7,213	04/26/2019	05/18/2028	Common Stock	7,213	⁽¹⁾	0	D
Non-Qualified Stock Option	$17	02/19/2021⁽³⁾		D			6,019	04/24/2020	05/15/2029	Common Stock	6,019	⁽¹⁾	0	D
Non-Qualified Stock Option	$14.68⁽⁴⁾	02/19/2021		D			6,976	04/23/2021⁽⁵⁾	04/25/2030	Common Stock	6,976	⁽¹⁾	0	D

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 12,056 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 6,019 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 previously reported erroneously 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.

	/s/ Hansheng Zhou	02/19/2021
	** Signature of Reporting Person	Date
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SEC Form 4 filed by Hansheng Zhou