SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* HILLHOUSE CAPITAL ADVISORS, LTD. (Last) (First) (Middle) C/O DMS HOUSE, 20 GENESIS CLOSE PO BOX 2587 (Street) GEORGE TOWN, GRAND CAYMAN E9 KY1-1103 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 11/10/2019	3. Issuer Name and Ticker or Trading Symbol Cellular Biomedicine Group, Inc. [ CBMG ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	235,214	I	See Footnote(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The securities to which this filing relates are held directly by Gaoling Fund, L.P. ("Gaoling") and YHG Investment, L.P. ("YHG," together with Gaoling, the "Hillhouse Entities"). Hillhouse Capital Advisors, Ltd. ("HCA" or, the "Reporting Person") acts as the sole management company of Gaoling and sole general partner of YHG. HCA is hereby deemed to be the sole beneficial owner of, and to solely control the voting and investment power of, the shares of Common Stock held by the Hillhouse Entities. The filing of this statement shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. The Reporting Person expressly disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

Remarks:

The Reporting Person does not individually beneficially own more than 10% of the outstanding common stock of the Issuer. It is filing this Form 3 because it may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding common stock. The Reporting Person expressly disclaims beneficial ownership of the securities beneficially owned by the other group members.

	Hillhouse Capital Advisors, Ltd. /s/ Richard A. Hornung, General Counsel and Chief Compliance Officer	11/20/2019
	** 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 5 (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).
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