SEC Form 4: K Andrew Chan was granted 48,000 units of Common Stock and disposed to the issuer $0 worth of Common Stock (239,747 units at $0.00), decreasing ownership by 100% to 0 units
$CBMG
Biotechnology: Biological Products (No Diagnostic Substances)
Health Care
| 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 |
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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). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Cellular Biomedicine Group, Inc. [ CBMG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/19/2021 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 02/19/2021(1) | A(2) | 48,000 | A | $0 | 239,747 | D | |||
| Common Stock | 02/19/2021 | D | 239,747 | D | (3) | 0 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Options (Right to Buy) | $3 | 02/19/2021 | D | 38,880 | (4) | 02/20/2023 | Common Stock | 38,880 | (5) | 0 | D | ||||
| Employee Stock Options (Right to Buy) | $5.61 | 02/19/2021 | D | 37,904 | (6) | 05/16/2024 | Common Stock | 37,904 | (5) | 0 | D | ||||
| Employee Stock Options (Right to Buy) | $18.61 | 02/19/2021 | J | 15,000 | (7) | 04/08/2026 | Common Stock | 15,000 | (8) | 0 | D | ||||
| Employee Stock Options (Right to Buy) | $12.55 | 02/19/2021 | D | 15,000 | 01/20/2017 | 01/20/2027 | Common Stock | 15,000 | (5) | 0 | D | ||||
| Employee Stock Options (Right to Buy) | $12.4 | 02/19/2021 | D | 23,000 | (9) | 03/03/2027 | Common Stock | 23,000 | (5) | 0 | D | ||||
| Explanation of Responses: |
| 1. 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"), pursuant to which 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"). |
| 2. Effective March 3, 2017, the Reporting Person was granted performance-based restricted stock units, which, as a result of the Merger, were accelerated and vested in full at the maximum level of performance on the Closing Date. |
| 3. 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. |
| 4. This option vested according to the following schedule: 1/36th per month following the vesting commencement date of February 20, 2013. |
| 5. 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. |
| 6. This option vested according to the following schedule: 1/31st per month following the vesting commencement date of May 16, 2014. |
| 7. This option vested according to the following schedule: 4,500 shares vested and became fully exercisable April 8, 2017, 4,500 shares vested and became fully exercisable on February 7, 2018, and 6,000 shares vested and became fully exercisable on February 7, 2019. |
| 8. Pursuant to an agreement between the Reporting Person and Parent, the 15,000 stock options held by the Reporting Person were converted into an option to acquire ordinary shares of Parent. |
| 9. This option vests over a period of four years according to the following schedule: 1/48th per month following the vesting commencement date of March 27, 2017. In connection with the Merger, unvested options were accelerated and vested in full at the effective time of the Merger. |
| /s/ Andrew Chan | 02/19/2021 | |
| ** 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. | ||