0001144204-11-059635.txt : 20111027 0001144204-11-059635.hdr.sgml : 20111027 20111027091036 ACCESSION NUMBER: 0001144204-11-059635 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20111017 FILED AS OF DATE: 20111027 DATE AS OF CHANGE: 20111027 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Preti Robert A CENTRAL INDEX KEY: 0001510186 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33650 FILM NUMBER: 111160513 MAIL ADDRESS: STREET 1: C/O NEOSTEM, INC. STREET 2: 420 LEXINGTON AVENUE, SUITE 450 CITY: NEW YORK STATE: NY ZIP: 10170 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 v238211_4.xml OWNERSHIP DOCUMENT X0304 4 2011-10-17 0 0000320017 NeoStem, Inc. NBS 0001510186 Preti Robert A 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 2011-10-17 4 J 0 15364 1.466 A 1807244 D Common Stock Warrants (right to buy) 1.466 2011-10-17 4 J 0 4946 1.063 A 2011-10-17 2018-10-16 Common Stock, par value $0.001 per share 4946 4946 D Represents, as a result of his former equity ownership in Amorcyte, Inc. ("Amorcyte"), the reporting person's portion of the shares of common stock (the "Base Stock Consideration"), par value $0.001 per share, of NeoStem, Inc. (the "Issuer"), issued in connection with the merger (the "Amorcyte Merger") of Amo Acquisition Company I, Inc., a newly-formed wholly-owned subsidiary of the Issuer ("Subco"), with and into Amorcyte, with Amorcyte surviving as a wholly-owned subsidiary of the Issuer, in accordance with the terms of the Agreement and Plan of Merger, dated as of July 13, 2011 (the "Amorcyte Merger Agreement"), among the Issuer, Amorcyte, Subco and Amo Acquisition Company II, LLC. The Amorcyte Merger closed on October 17, 2011. The Base Stock Consideration is currently being held in escrow pending post-closing adjustments, including in connection with any indemnification claims of the Issuer. Pursuant to the Amorcyte Merger Agreement, the Base Stock Consideration was valued at $1.466 per share, the average of the closing prices of the Issuer's common stock for the 10 trading days immediately preceding the execution thereof. Represents, as a result of his former equity ownership in Amorcyte, the reporting person's portion of the warrants to purchase shares of the Issuer's common stock (the "Series AMO Warrants"), issued in connection with the Amorcyte Merger. Pursuant to the Amorcyte Merger Agreement, each Series AMO Warrant was valued at $1.063. The Amorcyte Merger Agreement additionally provides that the former equityholders of Amorcyte (of which the reporting person is one) have the right to receive additional shares of Issuer common stock (the "Contingent Shares"), which will be issued only if certain business milestones specified in the Amorcyte Merger Agreement are accomplished. The reporting person's interest in any Contingent Shares that may become issuable following the Closing Date became fixed and irrevocable on October 17, 2011, the Closing Date of the Amorcyte Merger. President and Chief Scientific Officer of Progenitor Cell Therapy, LLC, a wholly-owned subsidiary of the Issuer. Robert A. Preti, By: /s/ Catherine M. Vaczy, Esq., Attorney-in-Fact 2011-10-27