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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Cao Wei (William) 		2. Issuer Name and Ticker or Trading Symbol

Cellular Biomedicine Group, Inc. [ CBMG ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

19925 STEVENS CREEK BLVD., SUITE 100 		3. Date of Earliest Transaction (MM/DD/YYYY)

3/1/2016
(Street)

CUPERTINO, CA 95014
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   3/1/2016     M    10000   A $5.4   184472   D    
Common Stock   3/1/2016     S (1)    10000   D $17.15   174472   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Non- Qualified Stock Option (right to buy) (2013 Plan)   $5.4   3/1/2016     M      10000         (2) 9/30/2023   Common Stock   10000   $0   40000   (3) D    

Explanation of Responses:
( 1)  The transaction reported was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 30, 2015. Accordingly, the reporting person had no discretion with regard to the timing of the transaction.
( 2)  The option vests according to the following schedule: 1/36th per month following the vesting commencement date of September 30, 2013.
( 3)  Due to a delay in communication with regard to the timing of the transactions reported herein, the total number of derivative securities of the issuer beneficially owned by the reporting person reported in his Form 4 filed on March 4, 2016 did not account for the change in derivative securities owned as a result of the transactions reported herein. As of the date of this report, the total number of derivative securities of the issuer beneficially owned by the reporting person under his 2013 non-qualified stock option plan is 32,500.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Cao Wei (William)
19925 STEVENS CREEK BLVD., SUITE 100
CUPERTINO, CA 95014 		X



Signatures
/s/ Wei (William) Cao 4/14/2016
** 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 control number.
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