| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
NeoStem, Inc. [ NBS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/09/2009 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction 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 | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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 | ||||||||
| Series D Convertible Redeemable Preferred Stock | (6) | 04/09/2009 | P | 400,000 | (1) | (1) | Common Stock, $0.001 par value | 4,000,000 | $12.5(1) | 400,000 | D(4)(5) | ||||
| Warrants (right to purchase) | $2.5 | 04/09/2009 | P | 4,000,000 | (1)(2)(3) | (1) | Common Stock, $0.001 par value | 4,000,000 | (1) | 4,000,000 | D(4)(5) | ||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. On April 9, 2009, RimAsia purchased 400,000 shares of Series D Convertible Redeemable Preferred Stock, par value $0.01 per share, together with warrants to purchase up to 4,000,000 shares of the Issuer's Common Stock at an exercise price of $2.50 per share for a total purchase price of $5,000,000. The Warrants are callable by the Issuer if its Common Stock trades at a price equal to or greater than $3.50 for a specified period of time. Upon the affirmative vote of the Issuer's stockholders and subject to the rules of the NYSE Amex, each share of Series D Convertible Redeemable Preferred Stock will automatically convert into ten (10) shares of Common Stock and the Warrants will become exercisable for a period of five years. The Issuer intends to solicit such a stockholder vote. |
| 2. On December 18, 2008, RimAsia and the Issuer entered into a Letter Agreement with respect to the Warrants to purchase 1,000,000 shares of Common Stock issued on September 2, 2008 (the acquisition of which was disclosed in the Reporting Person's Form 3) and the Warrants to purchase 4,000,000 shares of Common Stock issued on April 9, 2009 and reported hereinabove to limit the exercisability of such Warrants to the extent that the number of shares of Common Stock to be issued pursuant to such exercise would cause RimAsia's total beneficial ownership of Common Stock at such time to exceed 19.90% of the total shares outstanding of the Issuer. (Continue to footnote 3) |
| 3. This limitation on exercisability does not apply in connection with a merger, consolidation or sale of all or substantially all of the assets of the Issuer if the stockholders of the Issuer prior to such transaction do not own more than 50% of the entity succeeding to the business of the Issuer after such transaction. Subject to the rules of the NYSE Amex, this limitation on exercise will remain in place until the affirmative vote of the Issuer's stockholders approving these warrants. The Issuer intends to solicit such a stockholder vote. |
| 4. This Form 4 is filed jointly with (a) RimAsia Capital Partners GP, L.P., as the general partner of RimAsia Capital Partners, L.P., (b) RimAsia Capital Partners GP, Ltd., the general partner of RimAsia Capital Partners GP, L.P. and (c) Eric H.C. Wei, the sole director of RimAsia Capital Partners GP, Ltd. All such reporting persons have the address noted in Item 1. |
| 5. RimAsia Capital Partners GP, L.P., RimAsia Capital Partners GP, Ltd. and Eric H.C. Wei disclaim beneficial ownership of the securities held by RimAsia Capital Partners, L.P. except to the extent of any pecuniary interest therein, and the inclusion of these securities shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 of the Securities Exchange Act or for any other purpose. |
| 6. 10-for-1. |
| /s/ RimAsia Capital Partners, L.P. | 06/19/2009 | |
| /s/ RimAsia Capital Partners GP, L.P. (and as general partner of RimAsia Capital Partners, L.P.) | 06/19/2009 | |
| /s/ RimAsia Capital Partners GP, Ltd. (and as general partner of RimAsia Capital Partners GP, L.P.) | 06/19/2009 | |
| /s/ Eric H.C. Wei, as sole director of RimAsia Capital Partners GP, Ltd., and as authorized signatory for RimAsia Capital Partners, L.P., RimAsia Capital Partners GP, L.P. and Eric H.C. Wei | 06/19/2009 | |
| ** 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 Number. | ||