Initial Statement of Beneficial Ownership (3)
July 08 2014 - 3:08PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
Estimated average burden
hours per response...
0.5
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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
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1. Name and Address of Reporting Person
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Leung Pak To
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2. Date of Event Requiring Statement (MM/DD/YYYY)
7/2/2014
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3. Issuer Name
and
Ticker or Trading Symbol
Cellular Biomedicine Group, Inc. [CBMG]
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(Last)
(First)
(Middle)
1902-03 BANK OF AMERICA TOWER, 12 HARCOURT ROAD, CENTRAL
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
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X
___ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Street)
HONG KONG, F4 00000
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Common Stock
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554777
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I
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Through Full Moon Resources Ltd., which is 100% owned by Mr. Leung (also sole director).
(1)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Option to acquire shares of Common Stock
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7/2/2014
(2)
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7/2/2017
(2)
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Common Stock
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1000000
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$8.00
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I
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Through Venture Garden Limited, which is 100% owned by Mr. Leung (also sole director).
(1)
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Explanation of Responses:
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(
1)
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Full Moon Resources Limited expressly disclaims beneficial ownership of the shares of Common Stock of the Issuer beneficially owned by Venture Garden Limited. Venture Garden Limited expressly disclaims beneficial ownership of the shares of Common Stock of the Issuer beneficially owned by Full Moon Resources Limited.
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(
2)
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The Option is subject to a mandatory exercise provision, pursuant to which the Issuer has the option to require the unexercised portion of the Option be exercised in full within 14 days of the date on which a Triggering Condition is satisfied. A "Triggering Condition" is defined as an event in which, at any time after January 2, 2016, the VWAP of the shares of the Company on each trading day is greater than US$12 for a consecutive period of 20 trading days.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Leung Pak To
1902-03 BANK OF AMERICA TOWER
12 HARCOURT ROAD, CENTRAL
HONG KONG, F4 00000
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X
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Full Moon Resources Ltd
1902-03 BANK OF AMERICA TOWER
12 HARCOURT RD, CENTRAL
HONG KONG, F4 00000
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Controlled by a 10% Owner
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Venture Garden Ltd
1902-03 BANK OF AMERICA TOWER
12 HARCOURT RD, CENTRAL
HONG KONG, F4 00000
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Controlled by a 10% Owner
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Signatures
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/s/ Pak To Leung
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7/8/2014
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 5(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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