4//SEC Filing
Liu Wen Tao 4
Accession 0001654954-21-001901
CIK 0001378624other
Filed
Feb 18, 7:00 PM ET
Accepted
Feb 19, 3:13 PM ET
Size
12.8 KB
Accession
0001654954-21-001901
Insider Transaction Report
Form 4
Liu Wen Tao (Steve)
DirectorCEO
Transactions
- Disposition to Issuer
Common Stock
2021-02-19−213,076→ 0 total - Disposition to Issuer
Non-Qualified Stock Option
2021-02-19−146,667→ 0 totalExercise: $3.00Exp: 2023-02-20→ Common Stock (146,667 underlying) - Disposition to Issuer
Non-Qualified Stock Option
2021-02-19−5,477→ 0 totalExercise: $17.00From: 2020-04-24Exp: 2029-05-15→ Common Stock (5,477 underlying) - Disposition to Issuer
Non-Qualified Stock Option
2021-02-19−6,348→ 0 totalExercise: $14.68From: 2021-04-23Exp: 2030-04-25→ Common Stock (6,348 underlying)
Footnotes (7)
- [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"), 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]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.
- [F3]This option vested according to the following schedule: 1/36th per month following the vesting commencement date of February 20, 2013.
- [F4]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.
- [F5]As previously reported on the Issuer's Form DEF 14A Definitive Proxy Statement filed on April 29, 2020, on May 15, 2019, the Reporting Person was granted an option to purchase shares of common stock. These 6,348 stock options vested and became fully exercisable on April 24, 2020.
- [F6]The exercise price of this option to purchase shares of common stock was previously reported erroneously as $14.65 in the Reporting Person's Form 4 filed on April 28, 2020.
- [F7]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 0001569874
Filing Metadata
- Form type
- 4
- Filed
- Feb 18, 7:00 PM ET
- Accepted
- Feb 19, 3:13 PM ET
- Size
- 12.8 KB