0001654954-21-001901.txt : 20210219
0001654954-21-001901.hdr.sgml : 20210219
20210219151305
ACCESSION NUMBER: 0001654954-21-001901
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210219
FILED AS OF DATE: 20210219
DATE AS OF CHANGE: 20210219
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Liu Wen Tao
CENTRAL INDEX KEY: 0001569874
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36498
FILM NUMBER: 21654897
MAIL ADDRESS:
STREET 1: 530 UNIVERSITY AVENUE, #17
CITY: PALO ALTO
STATE: CA
ZIP: 94301
FORMER NAME:
FORMER CONFORMED NAME: Liu Wen Tao (Steve)
DATE OF NAME CHANGE: 20130215
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Cellular Biomedicine Group, Inc.
CENTRAL INDEX KEY: 0001378624
STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836]
IRS NUMBER: 861032927
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 9605 MEDICAL CENTER DRIVE
STREET 2: SUITE 100
CITY: ROCKVILLE
STATE: MD
ZIP: 20850
BUSINESS PHONE: (301) 825 5320
MAIL ADDRESS:
STREET 1: 9605 MEDICAL CENTER DRIVE
STREET 2: SUITE 100
CITY: ROCKVILLE
STATE: MD
ZIP: 20850
FORMER COMPANY:
FORMER CONFORMED NAME: EastBridge Investment Group Corp
DATE OF NAME CHANGE: 20061019
4
1
section16.xml
PRIMARY DOCUMENT
X0306
4
2021-02-19
0001378624
Cellular Biomedicine Group, Inc.
CBMG
0001569874
Liu Wen Tao
C/O CELLULAR BIOMEDICINE GROUP, INC.
9605 MEDICAL CENTER DR, SUITE 100
ROCKVILLE
MD
20850
true
false
false
false
Common Stock
2021-02-19
4
D
false
213076
D
0
D
Non-Qualified Stock Option
3.00
2021-02-19
4
D
false
146667
D
2023-02-20
Common Stock
146667
0
D
Non-Qualified Stock Option
17.00
2021-02-19
4
D
false
5477
D
2020-04-24
2029-05-15
Common Stock
5477
0
D
Non-Qualified Stock Option
14.68
2021-02-19
4
D
false
6348
D
2021-04-23
2030-04-25
Common Stock
6348
0
D
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 share of common stock was cancelled and exchanged for the right to receive merger consideration of $19.75 in cash per share.
This option vested according to the following schedule: 1/36th per month following the vesting commencement date of February 20, 2013.
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.
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 6,348 stock options vested and became fully exercisable on April 24, 2020.
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.
In connection with the Merger, unvested options were accelerated and vested in full at the effective time of the Merger.
/s/ Wen Tao Liu
2021-02-19