| 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) 10/30/2009 | ||||||||||||||||||||||||||
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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 | ||||||
| Common Stock | 10/30/2009 | P | 10,458,009 | A | (1)(2) | 11,458,009 | D(4)(5) | |||
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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 C Convertible Redeemable Preferred Stock | $0.9 | 10/30/2009 | C | 8,177,512 | 10/30/2009 | (1) | Common Stock, $0.001 par value | 9,086,124 | (1)(3) | 8,177,512 | D(4)(5) | ||||
| Series D Convertible Redeemable Preferred Stock | (2) | 10/30/2009 | C | 400,000 | 10/30/2009 | (2) | Common Stock, $0.001 par value | 4,000,000 | (2)(3) | 0 | D(4)(5) | ||||
| Warrant to Purchase Common Stock | $2.5 | 10/30/2009 | J | 4,000,000 | 10/30/2009 | 04/13/2014 | Common Stock, $0.001 par value | 4,000,000 | (2)(3) | 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 October 30, 2009 in connection with the closing of the merger of China Biopharmaceuticals Holdings, Inc. ("CBH") with and into a wholly-owned subsidiary of Neostem, Inc. (the "Merger"), all of the shares of CBH Series B Preferred Stock issued and outstanding immediately prior to the Merger and held by RimAsia Capital Partners, L.P., were converted into the right to receive, in the aggregate, (i) 6,458,009 shares of the Issuer's Common Stock and (ii) 8,177,512 shares of the Issuer's Series C Convertible Preferred Stock, par value $0.001 per share each with a liquidation preference of $1.125 per share and initially convertible in the aggregate into 9,086,124 shares of the Issuer's Common Stock at an initial conversion price of $0.90 per share. |
| 2. On October 30, 2009, the 400,000 shares of the Issuer's Series D Convertible Redeemable Preferred Stock, par value $0.01 per share, were automatically converted into 4,000,000 shares of the Issuer's Common Stock upon the approval of the stockholders. |
| 3. On October 30, 2009, the stockholders of the Issuer approved the removal of all restrictions on stock ownership, including all restrictions on the exercisability of convertible securities, including the warrants to purchase 4,000,000 shares of Common Stock. |
| 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. |
| /s/ RimAsia Capital Partners, L.P. | 11/03/2009 | |
| /s/ RimAsia Capital Partners GP, L.P. (and as general partner of RimAsia Capital Partners, L.P.) | 11/03/2009 | |
| /s/ RimAsia Capital Partners GP, Ltd. (and as general partner of RimAsia Capital Partners GP, L.P.) | 11/03/2009 | |
| /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 | 11/03/2009 | |
| ** 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. | ||