| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
NeoStem, Inc. [ NBS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/16/2015 | ||||||||||||||||||||||||||
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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 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, par value $0.001 per share | 01/16/2015 | A | 290,078(1) | A | (2) | 290,078 | D | |||
| Common Stock, par value $0.001 per share | 01/16/2015 | F | 130,535 | D | $3.48 | 159,543 | D | |||
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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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (right to purchase) | $3.5 | 01/16/2015 | D | 220,000(2) | (3) | 01/04/2025 | Common Stock, par value $0.001 per share | 220,000 | (2) | 400,000 | D | ||||
| Stock Option (right to purchase) | $3.5 | 01/16/2015 | D | 200,000(2) | (4) | 01/04/2025 | Common Stock, par value $0.01 per share | 200,000 | (2) | 0 | D | ||||
| Explanation of Responses: |
| 1. On January 16, 2015, the reporting person, David J. Mazzo, Ph.D., entered into an amendment to his employment agreement (the "Amendment") with NeoStem, Inc. (the "Company). Pursuant to the terms of the Amendment, the award consists of (i) a grant of 151,946 shares of the Company's common stock, par value $0.001 per share (the "Common Stock") and (ii) a grant of 138,132 restricted shares of Common Stock subject to vesting upon the achievement of two performance milestones. The awards of Common Stock and restricted Common Stock were made pursuant and subject to the terms and conditions of the Company's Amended and Restated 2009 Equity Compensation Plan (the "2009 Plan"). |
| 2. On January 5, 2015, the commencement date of his employment, Dr. Mazzo had been granted an option to purchase 620,000 shares of Common Stock (the "Initial Option") and an additional option (the "Additional Option") to purchase 200,000 shares of Common Stock, both pursuant and subject to the terms and conditions of the 2009 Plan. The Amendment reduced the Initial Option to an option to purchase 400,000 shares of Common Stock and rescinded the entire Additional Option. The awards described in footnote 1 have Black-Scholes values equal to the value of the rescinded portion of the Initial Option and the rescinded Additional Option, respectively. |
| 3. The Initial Option was vested as to 100,000 shares immediately upon grant with the remainder of the Initial Option shares scheduled to vest subject to Dr. Mazzo's continued employment in a series of sixteen successive quarterly installments (18,750 shares each) over the four years following the Commencement Date. |
| 4. The Additional Option had provided for vesting based on the achievement of two performance milestones (100,000 Additional Option shares each) subject to Dr. Mazzo's continued employment on each of the applicable 1/16th milestone vesting dates. |
| /s/ Catherine M. Vaczy, Esq., Attorney-In-Fact | 01/21/2015 | |
| ** 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. | ||