4//SEC Filing
Chan Andrew K 4
Accession 0001654954-21-001899
CIK 0001378624other
Filed
Feb 18, 7:00 PM ET
Accepted
Feb 19, 3:12 PM ET
Size
18.7 KB
Accession
0001654954-21-001899
Insider Transaction Report
Form 4
Chan Andrew K
CFO and Secretary
Transactions
- Disposition to Issuer
Employee Stock Options (Right to Buy)
2021-02-19−23,000→ 0 totalExercise: $12.40Exp: 2027-03-03→ Common Stock (23,000 underlying) - Award
Common Stock
2021-02-19+48,000→ 239,747 total - Disposition to Issuer
Common Stock
2021-02-19−239,747→ 0 total - Disposition to Issuer
Employee Stock Options (Right to Buy)
2021-02-19−38,880→ 0 totalExercise: $3.00Exp: 2023-02-20→ Common Stock (38,880 underlying) - Disposition to Issuer
Employee Stock Options (Right to Buy)
2021-02-19−37,904→ 0 totalExercise: $5.61Exp: 2024-05-16→ Common Stock (37,904 underlying) - Other
Employee Stock Options (Right to Buy)
2021-02-19−15,000→ 0 totalExercise: $18.61Exp: 2026-04-08→ Common Stock (15,000 underlying) - Disposition to Issuer
Employee Stock Options (Right to Buy)
2021-02-19−15,000→ 0 totalExercise: $12.55From: 2017-01-20Exp: 2027-01-20→ Common Stock (15,000 underlying)
Footnotes (9)
- [F1]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").
- [F2]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.
- [F3]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.
- [F4]This option vested according to the following schedule: 1/36th per month following the vesting commencement date of February 20, 2013.
- [F5]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.
- [F6]This option vested according to the following schedule: 1/31st per month following the vesting commencement date of May 16, 2014.
- [F7]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.
- [F8]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.
- [F9]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.
Documents
Issuer
Cellular Biomedicine Group, Inc.
CIK 0001378624
Entity typeother
Related Parties
1- filerCIK 0001569877
Filing Metadata
- Form type
- 4
- Filed
- Feb 18, 7:00 PM ET
- Accepted
- Feb 19, 3:12 PM ET
- Size
- 18.7 KB