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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 01/12/2012 |
3. Issuer Name and Ticker or Trading Symbol
NeoStem, Inc. [ NBS ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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) | |||||||
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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 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). | ||
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. |