-----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, Ems6pV9CKOUl44CHyhAF6s4PuKpjk1N4mCNShRDtEqJV+J7xf7LAAPbF4ZuxLC5y Tn/wKn4wLRvlUuisEIyrMw== 0001140361-09-024600.txt : 20091103 0001140361-09-024600.hdr.sgml : 20091103 20091103200401 ACCESSION NUMBER: 0001140361-09-024600 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20091030 FILED AS OF DATE: 20091103 DATE AS OF CHANGE: 20091103 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Zhang Jian M CENTRAL INDEX KEY: 0001399061 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33650 FILM NUMBER: 091156027 MAIL ADDRESS: STREET 1: SUITE 602, CHINA LIFE TOWER STREET 2: NO.16 CHAOWAI STREET, CHAOYANG DISTRICT CITY: BEIJING STATE: F4 ZIP: 100020 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 3 1 doc1.xml FORM 3 X0203 3 2009-10-30 0 0000320017 NeoStem, Inc. NBS 0001399061 Zhang Jian M C/O NEOSTEM, INC. 420 LEXINGTON AVENUE, SUITE 450 NEW YORK NY 10170 0 1 0 0 See Remarks Common Stock, par value $0.001 per share 3681584 I By corporation Warrant (right to buy) 1.75 2008-11-26 2013-11-25 Common Stock, par value $0.001 per share 400000 I By corporation Warrant (right to buy) 2.50 2009-10-29 2014-10-28 Common Stock, par value $0.001 per share 640000 I By corporation Represents shares of common stock, par value $0.001 per share ("Common Stock"), of NeoStem, Inc. (the "Company") held by Fullbright Finance Limited, a corporation organized in the British Virgin Islands ("Fullbright") and a wholly-owned subsidiary of Suzhou Erye Economy and Trading Co. Ltd., a limited liability company organized under the laws of the People's Republic of China ("EET"). This number of shares Includes (i) 400,000 shares owned by 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, (ii) 640,000 shares issued to Fullbright upon the conversion of 64,000 shares of the Company's Series D Convertible Redeemable Preferred Stock (the "Series D Stock") on October 29, 2009, (iii) 125,000 shares issued to Fullbright upon the consummation of the M erger, (iv) 1,882,432 shares agreed to be transferred to Fullbright by certain directors and officers of CBH upon consummation on the Merger, and (v) 634,152 shares agreed to be transferred to Fullbright by certain entities immediately upon consummation of the Merger. Fullbright acquired 400,000 units in a November 2008 private placement transaction with the Company (the "November 2008 Private Placement"), with each unit consisting of one share of Common Stock and one 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 (the "June/July 2009 Private Placement"). The units acquired in the November 2008 Private Placement and the Series D stock and warrants acquired in the June/July 2009 Private Placement were pledged to RimAsia Capital Partners, L.P., and, thereafter, to the Company and Suzhou Erye Pharmaceuticals Company Ltd. Madam Zhang and Mr. Shi Mingsheng are the principal shareholders of EET, which owns 100% of the shares of Fullbright and, as a result, Madam Zhang and Mr. Shi Mingsheng possess shared power to vote and to dispose of the securities of the Company held by Fullbright. Accordingly, for the purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Madam Zhang is deemed to beneficially own the securities reported herein. Madam Zhang disclaims beneficial ownership of the securities reported herein, except to the extent of her pecuniary interest in Fullbright, if any. Represents shares of Common Stock underlying warrants acquired by Fullbright in the November 2008 Private Placement. Represents shares of Common Stock underlying warrants acquired by Fullbright in the June/July 2009 Private Placement. General Manager of Suzhou Erye Pharmaceuticals Company Ltd. Jian Zhang, By: /s/ Catherine M. Vaczy, Esq., Attorney-in-Fact 2009-11-03 -----END PRIVACY-ENHANCED MESSAGE-----