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