SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* Shi Mingsheng (Last) (First) (Middle) 859 PAN XU ROAD, CANGLANG DISTRICT (Street) SUZHOU CITY F4 215002 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 12/30/2009	3. Issuer Name and Ticker or Trading Symbol NeoStem, Inc. [ NBS ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.001 per share	3,047,432(1)(2)	I(3)	By corporation(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant (right to buy)	11/26/2008	11/25/2013	Common Stock, par value $0.001 per share	400,000(2)(4)	1.75	I(3)	By corporation(3)
Warrant (right to buy)	10/29/2009	10/28/2014	Common Stock, par value $0.001 per share	640,000(2)(5)	2.5	I(3)	By corporation(3)

Explanation of Responses:

1. Represents shares of common stock, par value $0.001 per share ("Common Stock") of NeoStem, Inc. (the "Company"). This number of shares includes (1) 400,000 shares owned by Fullbright Finance Limited. ("Fullbright") prior to the consummation of the merger (the "Merger") of China Biopharmaceuticals Holdings, Inc., a Delaware corporation ("CBH"), with and into CBH Acquisition LLC, a wholly-owned subsidiary of the Company; (2) 640,000 shares issued to Fullbright upon the conversion of 64,000 shares of the Company's Series D Convertible Redeemable Preferred Stock on October 29, 2009; (3) 125,000 shares issued to Fullbright upon the consummation of the Merger; and (4) 1,882,432 shares agreed to be transferred to Fullbright by certain directors or officers of CBH upon consummation of the Merger, and the transfer of such shares was closed on December 30, 2009.

2. Fullbright acquired 400,000 units in a November 28, 2008 private placement transaction with the Company ("November 2008 Private Placement"), with each unit consisting one share of Common Stock and on five-year warrant to purchase one share of Common Stock. Fullbright also acquired 64,000 shares of Series D Stock and warrants to purchase 640,000 shares of Common Stock in a June/July 2009 private placement transaction with the Company ("June/July 2009 Private Placement"). The units acquired in November 2008 Private Placement and the Series D Stock and warrants acquired in the June/July 2009 Private Placement were pledged to RimAsia Capital, L.P., and thereafter, to the Company and Suzhou Erye Pharmaceuticals Company, Ltd.

3. Mr. Mingsheng Shi and Madam Jian Zhang are the principal shareholders of Fullbright and, as a result, Mr. Mingsheng Shi and Madam Jian Zhang shared power to vote and to dispose of the securities of the Company held by Fullbright. Therefore, for the purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Mr. Mingsheng Shi is deemed to beneficially own the securities reported herein. Mr. Mingsheng Shi disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest in Fullbright, if any.

4. Represents shares of Common Stock underlying warrants acquired by Fullbright in the November 2008 Private Placement.

5. Represents shares of Common Stock underlying warrants acquired by Fullbright in the June/July 2009 Private Placement.

	Mingsheng Shi, By: Kevin K. Tung, Esq., Attorney-in-Fact	12/31/2009
	** 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 5 (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.