Edgar Filing: Cellular Biomedicine Group, Inc.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Leung Pak To

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	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

1902-03 BANK OF AMERICA TOWER, 12 HARCOU,

3. Date of Earliest Transaction (Month/Day/Year)
12/23/2014

(Street)

HONG KONG, F4 00000

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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	12/23/2014		X		380,000	A	$ 8	934,777	I	See ⁽¹⁾
Common Stock	12/23/2014		S		142,857	D	$ 14	791,920	I	See ⁽²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Option to Acquire (right to buy)

$ 8

12/23/2014

380,000

07/02/2014

07/02/2017

Common Stock

380,000

$ 0

See ⁽³⁾

Option to Acquire (right to buy)

$ 8

12/23/2014

620,000

07/02/2014

07/02/2017

Common Stock

620,000

$ 0

See ⁽⁴⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Leung Pak To 1902-03 BANK OF AMERICA TOWER, 12 HARCOU HONG KONG, F4 00000		X
Venture Garden Ltd 1902-03 BANK OF AMERICA TOWER 12 HARCOURT RD, CENTRAL HONG KONG, F4 00000				Controlled by a 10% Owner
Full Moon Resources Ltd 1902-03 BANK OF AMERICA TOWER 12 HARCOURT RD, CENTRAL HONG KONG, F4 00000				Controlled by a 10% Owner

Signatures

/s/ Pak To Leung		12/24/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Represents (x) 554,777 shares held by Full Moon Resources Limited ("Full Moon Resources"), a company wholly owned by the Reporting Person, and for which he is the sole director, and (y) 380,000 shares acquired through the exercise of an option to purchase common stock held by Venture Garden Limited ("Venture Garden"), a company wholly owned by the Reporting Person and for which he is the sole director.
(2)	Reflects a private sale by Venture Garden. Full Moon Resources expressly disclaims beneficial ownership of the shares of Common Stock the Issuer beneficially owned by Venture Garden, and vice versa.
(3)	Through the exercise of the options to purchase common stock granted to Venture Garden by the Company.
(4)	A portion of the option to purchase common stock was transferred by Venture Garden in a private transaction.

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