SEC FORM 3

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

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1. Name and Address of Reporting Person^*

RimAsia Capital Partners Manager, Ltd.

(Last)

(First)

(Middle)

1807 HARBOUR CENTRE

25 HARBOUR ROAD,

(Street)

HONG KONG

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/12/2012

3. Issuer Name and Ticker or Trading Symbol
NeoStem, Inc. [ NBS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Member of 10% owner group.

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	120,000⁽¹⁾	D
Common Stock, par value $0.001 per share	22,409,874⁽²⁾	I	See footnote⁽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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Warrant to Purchase Common Stock	10/30/2009	04/13/2014	Common Stock, par value $0.001 per share	4,000,000⁽⁴⁾	$2.5	I	See footnote⁽³⁾

Explanation of Responses:

1. Consists of 120,000 shares of common stock, par value $0.001 per share ("Common Stock"), of NeoStem, Inc. (the "Company") and formerly owned directly by Eric H. C. Wei, that were transferred by Mr. Wei to RimAsia Capital Partners Manager, Ltd., a Cayman Islands exempted limited company ("RimAsia Manager") on January 12, 2012 for no consideration, which shares had been erroneously reported in the Form 4 of RimAsia Capital Partners, L.P. ("RimAsia LP") dated January 13, 2012 as having been transferred to RimAsia LP.

2. Reflects 22,409,874 shares of Common Stock owned by RimAsia LP as of January 12, 2012.

3. RimAsia Manager is the Fund Manager of RimAsia Capital Partners GP, L.P., a Cayman Islands exempted limited partnership ("RimAsia GP") and the Manager of RimAsia LP. RimAsia GP is the general partner of RimAsia LP. RimAsia Capital Partners GP, Ltd. ("RimAsia Ltd.") is the general partner of RimAsia GP. Mr. Wei, a member of the Company's board of directors, is the managing partner of RimAsia LP, an indirect partner of RimAsia GP, a director of RimAsia Capital Partners GP, Ltd. and a director of RimAsia Manager. As a result, RimAsia Manager may be deemed to have sole power to vote certain of the securities held by RimAsia LP. RimAsia Manager disclaims beneficial ownership of such securities, except to the extent of its pecuniary interest therein.

4. Reflect warrants to purchase 4,000,000 shares of Common Stock owned by RimAsia LP as of January 12, 2012.

	RIMASIA CAPITAL PARTNERS MANAGER, LTD. By: Eric H.C. Wei, Director By: /s/ CATHERINE M. VACZY, ESQ., ATTORNEY-IN-FACT	07/23/2012
	** 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).
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