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^*

Pecora Andrew L

(Last)

(First)

(Middle)

C/O NEOSTEM, INC.

420 LEXINGTON AVENUE, SUITE 450

(Street)

NEW YORK

10170

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/19/2011

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
X	Officer (give title below)	Other (specify below)
	See Remarks

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	1,844,527⁽¹⁾	D

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)
Common Stock Warrants (right to buy)	⁽²⁾	01/18/2018	Common Stock, par value $0.001 per share	174,010⁽³⁾	$7	D
Common Stock Warrants (right to buy)	01/19/2011	01/18/2018	Common Stock, par value $0.001 per share	174,010⁽³⁾	$3	D
Common Stock Warrants (right to buy)	01/19/2011	01/18/2018	Common Stock, par value $0.001 per share	174,010⁽³⁾	$5	D

Explanation of Responses:

1. Represents Dr. Pecora's percentage of the 10,600,000 shares (the "Stock Consideration") of common stock, par value $0.001 per share, of NeoStem, Inc. (the "Company"), issued in connection with the merger (the "Merger") of NBS Acquisition Company LLC ("Subco"), a newly formed wholly-owned subsidiary of the Company, with and into Progenitor Cell Therapy, LLC ("PCT"), with PCT as the surviving entity, in accordance with the terms of the Agreement and Plan of Merger, dated September 23, 2010, among the Company, PCT and Subco (the "Merger Agreement"). Dr. Pecora's percentage of the Stock Consideration (together with Dr. Pecora's percentage of the 3,000,000 warrants issued in connection with the Merger) was received in exchange for Dr. Pecora's membership interest in PCT. The Merger closed on January 19, 2011 (the "Closing Date"). The Stock Consideration is currently being held in escrow pursuant to an escrow agreement to satisfy any indemnification claims of the Company.

2. These common stock purchase warrants, exercisable at $7.00 per share, will vest and become exercisable only if a specified business milestone described in the Merger Agreement is accomplished within three years of the Closing Date.

3. Represents Dr. Pecora's percentage of the 1,000,000 common stock purchase warrants of this type issued in connection with the Merger. In connection with the Merger, warrants covering an aggregate of 3,000,000 shares of the Company's common stock were issued, consisting of (i) 1,000,000 warrants exercisable at $7.00 per share, (ii) 1,000,000 warrants exercisable at $3.00 per share and (iii) 1,000,000 warrants exercisable at $5.00 per share.

Remarks:

Chief Medical Officer, Progenitor Cell Therapy, LLC, a wholly-owned subsidiary of the Company The Merger Agreement provides that Dr. Pecora will be invited to join the Company's Board of Directors as soon as reasonably practical after the closing of the Merger. *Executed pursuant to a power of attorney filed herewith. Exhibit List: Exhibit 24.1 - Power of Attorney

	Andrew L. Pecora, By: /s/ Catherine M. Vaczy, Esq., Attorney-in-Fact*	01/21/2011
	** 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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