SEC Form 5 · accession 0001654954-19-001597
Cellular Biomedicine Group, Inc. · CBMG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Andrew K Chan
Officer — Ch Legal Ofr, Corp Dev & Sec
Period of report
Dec 31, 2018
Accepted (ET)
Feb 14, 2019 · 9:53 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001378624
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F10 | May 27, 2018 | F | 106 | $17.10 | D | 22,894 | D | |
| Common StockF3,F10 | Jun 27, 2018 | F | 106 | $19.55 | D | 22,788 | D | |
| Common StockF4,F10 | Jul 27, 2018 | F | 106 | $20.60 | D | 22,682 | D | |
| Common StockF5,F10 | Aug 27, 2018 | F | 106 | $20.85 | D | 22,576 | D | |
| Common StockF6,F10 | Sep 27, 2018 | F | 154 | $22.00 | D | 22,422 | D | |
| Common StockF7,F10 | Oct 26, 2018 | S | 168 | $12.75 | D | 22,254 | D | |
| Common StockF8,F10 | Nov 27, 2018 | S | 178 | $18.07 | D | 22,076 | D | |
| Common StockF9,F10 | Dec 27, 2018 | S | 178 | $17.64 | D | 21,898 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1As previously reported on the Reporting Person's Form 4 filed on April 3, 2017, the Reporting Person was granted 23,000 restricted stock units ("RSUs") (Grant No. LTIP RSU G5) under the Cellular Biomedicine Group, Inc. 2014 Stock Incentive Plan (the "Plan"), which RSUs vest over a period of four years according to the following schedule: 1/48th per month, with the first installment vested on March 27, 2017.
- F10The amount only includes shares of common stock granted as part of the Restricted Stock Units under the Cellular Biomedicine Group, Inc. 2014 Stock Incentive Plan and does not include any other shares of common stock of the issuer owned by the Reporting Person, the ownership of which has been reported in his prior filings pursuant to Section 16 of the Exchange Act.
- F2On May 27, 2018, 479 RSUs vested and were delivered to the Reporting Person. Of the 479 RSUs that were vested and delivered, 106 shares of common stock were withheld (at the closing price of the Company's common stock on the NASDAQ Global Market on Friday, May 25, 2018) to satisfy the tax obligation relating to the vesting of the RSUs pursuant to Section 16b-3(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
- F3On June 27, 2018, 479 RSUs vested and were delivered to the Reporting Person. Of the 479 RSUs that were vested and delivered, 106 shares of common stock were withheld (at the closing price of the Company's common stock on the NASDAQ Global Market on Tuesday, June 26, 2018) to satisfy the tax obligation relating to the vesting of the RSUs pursuant to Section 16b-3(e) under the Exchange Act.
- F4On July 27, 2018, 479 RSUs vested and were delivered to the Reporting Person. Of the 479 RSUs that were vested and delivered, 106 shares of common stock were withheld (at the closing price of the Company's common stock on the NASDAQ Global Market on Thursday, July 26, 2018) to satisfy the tax obligation relating to the vesting of the RSUs pursuant to Section 16b-3(e) under the Exchange Act.
- F5On August 27, 2018, 479 RSUs vested and were delivered to the Reporting Person. Of the 479 RSUs that were vested and delivered, 106 shares of common stock were withheld (at the closing price of the Company's common stock on the NASDAQ Global Market on Friday, August 24, 2018) to satisfy the tax obligation relating to the vesting of the RSUs pursuant to Section 16b-3(e) under the Exchange Act.
- F6On September 27, 2018, 479 RSUs vested and were delivered to the Reporting Person. Of the 479 RSUs that were vested and delivered, 154 shares of common stock were withheld (at the closing price of the Company's common stock on the NASDAQ Global Market on Wednesday, September 26, 2018) to satisfy the tax obligation relating to the vesting of the RSUs pursuant to Section 16b-3(e) under the Exchange Act.
- F7On October 26, 2018, upon vesting of his RSUs, the Reporting Person sold an aggregate of 168 shares of common stock at a per share price of $12.75. The transaction was effectuated for the purpose of fulfilling his tax obligations in accordance with the terms of his employment agreement and the Plan. Accordingly, the Reporting Person had no discretion with regard to the timing of the transaction.
- F8On November 27, 2018, upon vesting of his RSUs, the Reporting Person sold an aggregate of 178 shares of common stock at a per share price of $18.07. The transaction was effectuated for the purpose of fulfilling his tax obligations in accordance with the terms of his employment agreement and the Plan. Accordingly, the Reporting Person had no discretion with regard to the timing of the transaction.
- F9On December 27, 2018, upon vesting of his RSUs, the Reporting Person sold an aggregate of 178 shares of common stock at a per share price of $17.64. The transaction was effectuated for the purpose of fulfilling his tax obligations in accordance with the terms of his employment agreement and the Plan. Accordingly, the Reporting Person had no discretion with regard to the timing of the transaction.