SEC FORM 5

SEC Form 5

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^*

Chan Andrew K

(Last)

(First)

(Middle)

1345 AVENUE OF THE AMERICAS, FL. 15

(Street)

NEW YORK

10105

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Ch Legal Ofr, Corp Dev & Sec

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2018

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 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)
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)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	05/27/2018		F4	106	D	$17.1⁽²⁾	22,894⁽¹⁰⁾	D
Common Stock	06/27/2018		F4	106	D	$19.55⁽³⁾	22,788⁽¹⁰⁾	D
Common Stock	07/27/2018		F4	106	D	$20.6⁽⁴⁾	22,682⁽¹⁰⁾	D
Common Stock	08/27/2018		F4	106	D	$20.85⁽⁵⁾	22,576⁽¹⁰⁾	D
Common Stock	09/27/2018		F4	154	D	$22⁽⁶⁾	22,422⁽¹⁰⁾	D
Common Stock	10/26/2018		S4	168	D	$12.75⁽⁷⁾	22,254⁽¹⁰⁾	D
Common Stock	11/27/2018		S4	178	D	$18.07⁽⁸⁾	22,076⁽¹⁰⁾	D
Common Stock	12/27/2018		S4	178	D	$17.64⁽⁹⁾	21,898⁽¹⁰⁾	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)
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)	(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)

Explanation of Responses:

1. As previously reported on the Reporting Person's Form 4 filed on April 3, 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. On May 27, 2018, 479 RSUs vested and were delivered to the Reporting Person. Of the 479 RSUs that were vested and delivered, 106 shares of common stock were withheld (at the closing price of the Company's common stock on the NASDAQ Global Market on Friday, May 25, 2018) to satisfy the tax obligation relating to the vesting of the RSUs pursuant to Section 16b-3(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

3. On June 27, 2018, 479 RSUs vested and were delivered to the Reporting Person. Of the 479 RSUs that were vested and delivered, 106 shares of common stock were withheld (at the closing price of the Company's common stock on the NASDAQ Global Market on Tuesday, June 26, 2018) to satisfy the tax obligation relating to the vesting of the RSUs pursuant to Section 16b-3(e) under the Exchange Act.

4. On July 27, 2018, 479 RSUs vested and were delivered to the Reporting Person. Of the 479 RSUs that were vested and delivered, 106 shares of common stock were withheld (at the closing price of the Company's common stock on the NASDAQ Global Market on Thursday, July 26, 2018) to satisfy the tax obligation relating to the vesting of the RSUs pursuant to Section 16b-3(e) under the Exchange Act.

5. On August 27, 2018, 479 RSUs vested and were delivered to the Reporting Person. Of the 479 RSUs that were vested and delivered, 106 shares of common stock were withheld (at the closing price of the Company's common stock on the NASDAQ Global Market on Friday, August 24, 2018) to satisfy the tax obligation relating to the vesting of the RSUs pursuant to Section 16b-3(e) under the Exchange Act.

6. On September 27, 2018, 479 RSUs vested and were delivered to the Reporting Person. Of the 479 RSUs that were vested and delivered, 154 shares of common stock were withheld (at the closing price of the Company's common stock on the NASDAQ Global Market on Wednesday, September 26, 2018) to satisfy the tax obligation relating to the vesting of the RSUs pursuant to Section 16b-3(e) under the Exchange Act.

7. On October 26, 2018, upon vesting of his RSUs, the Reporting Person sold an aggregate of 168 shares of common stock at a per share price of $12.75. 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 November 27, 2018, upon vesting of his RSUs, the Reporting Person sold an aggregate of 178 shares of common stock at a per share price of $18.07. 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 December 27, 2018, upon vesting of his RSUs, the Reporting Person sold an aggregate of 178 shares of common stock at a per share price of $17.64. 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. The amount only includes shares of common stock granted as part of the Restricted Stock Units under the Cellular Biomedicine Group, Inc. 2014 Stock Incentive Plan and does not include any other shares of common stock of the issuer owned by the Reporting Person, the ownership of which has been reported in his prior filings pursuant to Section 16 of the Exchange Act.

	/s/ Andrew Chan	02/14/2019
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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