SEC FORM 4

SEC Form 4

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Pecora Andrew L

(Last)

(First)

(Middle)

C/O NEOSTEM, INC.

420 LEXINGTON AVENUE, SUITE 350

(Street)

NEW YORK

10170

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NeoStem, Inc. [ NBS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Visionary Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2013

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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	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, $0.001 par value⁽¹⁾	12/31/2013		A⁽¹⁾		3,608	A⁽¹⁾	$4.845	223,216	D
Common Stock, $0.001 par value⁽²⁾	01/02/2014		A⁽²⁾		315	A	$7.77	223,531	D
Common Stock, $0.001 par value⁽³⁾⁽⁴⁾	01/02/2014		A⁽³⁾⁽⁴⁾		46,976	A	$0⁽³⁾⁽⁴⁾	270,507	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)	Code	V	(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)
Stock Option (right to purchase)⁽³⁾⁽⁴⁾	$7.77	01/02/2014		A⁽³⁾⁽⁴⁾		100,000		⁽³⁾⁽⁴⁾	01/01/2024	Common Stock, par value $0.001 per share	100,000	$0	100,000	D

Explanation of Responses:

1. Shares purchased pursuant to NeoStem, Inc.'s 2012 Employee Stock Purchase Plan for the period ended December 31, 2013.

2. Effective August 15, 2013, the Issuer's Board of Directors approved an arrangement whereby the Reporting Person shall receive a portion of his net salary through the issuance to him by the Issuer of shares of the Issuer's common stock, $.001 par value (the "Common Stock") at the then-market price at the time of issuance, under and subject to the terms and conditions of the Issuers' Amended & Restated 2009 Equity Compensation Plan (the "Plan").

3. On January 2, 2014 (the "Grant Date"), the Reporting Person was granted an option (the "Option") to purchase shares of the Issuer's common stock (the "Option Shares"), $.001 par value (the "Common Stock"), subject to all of the terms and conditions of the Issuer's 2009 Amended & Restated Equity Compensation Plan (the "Plan"). Also on January 2, 2014, the Reporting Person was granted an award of 46,976 restricted shares of Common Stock (the "Shares"), subject to all of the terms and conditions of the Plan.

4. The Option and the Shares vest as follows: (i) as to one-sixth of the Option Shares and the Shares on the date of grant, (ii) as to one-sixth of the Option Shares and the Shares on each of the first year, second year and third year anniversaries of the date of grant, (iii) as to one-sixth of the Option Shares and the Shares upon the achievement of a certain specified business milestone; and (iv) as to the remaining one-sixth of the Option Shares and the Shares upon the achievement of an additional certain specified business milestone.

	Andrew L. Pecora By: /s/ Catherine M. Vaczy, Esq., Attorney-in-Fact	01/03/2014
	** 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.