-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FnqW/Qhpal/qNEb6qf6MsLOq2mdz41Oud/kLosPQlTFo/zYIqs29Nf1V/iUh4DnW s2BR3xnhMHXjbwpbA/repA== 0001140361-09-024369.txt : 20091102 0001140361-09-024369.hdr.sgml : 20091102 20091102192008 ACCESSION NUMBER: 0001140361-09-024369 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20091030 FILED AS OF DATE: 20091102 DATE AS OF CHANGE: 20091102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MYERS STEVEN S CENTRAL INDEX KEY: 0001078274 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33650 FILM NUMBER: 091152344 MAIL ADDRESS: STREET 1: 4695 MACAUTHUR COURT STREET 2: EIGHTH FLOOR CITY: NEWPORT BEACH STATE: CA ZIP: 92660 FORMER NAME: FORMER CONFORMED NAME: MEYERS STEVEN S DATE OF NAME CHANGE: 19990203 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NeoStem, Inc. CENTRAL INDEX KEY: 0000320017 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISC HEALTH & ALLIED SERVICES, NEC [8090] IRS NUMBER: 222343568 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 420 LEXINGTON AVENUE STREET 2: SUITE 450 CITY: NEW YORK STATE: NY ZIP: 10170 BUSINESS PHONE: 212-584-4171 MAIL ADDRESS: STREET 1: 420 LEXINGTON AVENUE STREET 2: SUITE 450 CITY: NEW YORK STATE: NY ZIP: 10170 FORMER COMPANY: FORMER CONFORMED NAME: PHASE III MEDICAL INC/DE DATE OF NAME CHANGE: 20030819 FORMER COMPANY: FORMER CONFORMED NAME: CORNICHE GROUP INC /DE DATE OF NAME CHANGE: 19951117 FORMER COMPANY: FORMER CONFORMED NAME: FIDELITY MEDICAL INC DATE OF NAME CHANGE: 19951025 4 1 doc1.xml FORM 4 X0303 4 2009-10-30 0 0000320017 NeoStem, Inc. NBS 0001078274 MYERS STEVEN S C/O NEOSTEM, INC. 420 LEXINGTON AVENUE, SUITE 450 NEW YORK NY 10170 1 0 0 0 Common Stock, $0.001 par value per share 2009-10-30 4 J 0 54905 A 176260 D Common Stock Warrants (right to buy) 8.00 2009-10-30 4 D 0 22728 D 2011-06-01 Common Stock, par value $0.001 per share 22728 0 D Common Stock Warrants (right to buy) 6.1818 2009-10-30 4 A 0 22728 A 2011-06-01 Common Stock, par value $0.001 per share 22728 22728 D Stock Option (right to buy) 1.90 2009-10-30 4 A 0 13387 0 A 2009-10-30 2016-10-29 Common Stock, par value $0.001 per share 13387 13387 D The reporting person received 54,905 shares of common stock, $0.001 par value per share, of NeoStem, Inc. (the "Company") in exchange for 285,714 shares of common stock, par value $0.01 per share, of China Biopharmaceuticals Holdings, Inc. ("CBH") on October 30, 2009, in connection with the merger (the "Merger") of CBH with and into CBH Acquisition LLC, a wholly-owned subsidiary of the Company, based on an exchange ratio of 0.1921665. On the effective date of the Merger, the closing price of the Company's common stock was $1.90 per share, and the closing price of CBH's common stock was $0.30 per share. The two reported transactions involved an amendment to the exercise price of an outstanding warrant to purchase shares of the Company's common stock, resulting in the deemed cancellation of the "old" warrant and the issuance of a replacement warrant. The expiration date has been maintained. The warrant was acquired by the reporting person on June 2, 2006 and was fully exercisable as of that date. The amendment to the exercise price was effected pursuant to approval received from the Company's stockholders ("Stockholder Approval") at its Special Meeting of Stockholders held on October 29, 2009 (the "Special Meeting") and as described in the Company's Proxy Statement/Prospectus on Form S-4/A filed with the Securities and Exchange Commission on October 6, 2009 (the "Form S-4"). Effective on October 30, 2009, the reporting person was granted an option to purchase 13,387 shares of common stock of the Company, pursuant and subject to the Company's 2009 Equity Compensation Plan and Stockholder Approval received at the Special Meeting to issue discretionary grants in connection with the option repricing as described in the Form S-4. This option vested in its entirety on the date of grant. Steven S. Myers, By: /s/ Catherine M. Vaczy, Esq., Attorney-in-Fact 2009-11-02 -----END PRIVACY-ENHANCED MESSAGE-----