0001144204-12-025081.txt : 20120430 0001144204-12-025081.hdr.sgml : 20120430 20120430183216 ACCESSION NUMBER: 0001144204-12-025081 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120426 FILED AS OF DATE: 20120430 DATE AS OF CHANGE: 20120430 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Pecora Andrew L CENTRAL INDEX KEY: 0001510184 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33650 FILM NUMBER: 12797226 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 v311241_4.xml OWNERSHIP DOCUMENT X0305 4 2012-04-26 0 0000320017 NeoStem, Inc. NBS 0001510184 Pecora Andrew L C/O NEOSTEM, INC. 420 LEXINGTON AVENUE, SUITE 450 NEW YORK NY 10170 1 1 0 0 Chief Medical Officer Common stock, $0.001 par value 2012-04-26 4 A 0 7536 0.36 A 2021518 D Stock Option (Right to Buy) 0.36 2012-04-26 4 A 0 140000 A 2022-04-25 Common Stock 140000 140000 D Effective April 11, 2012, the Issuer and the Reporting Person entered into an amendment (the "Amendment") to the Reporting Person's employment agreement dated September 23, 2010, as amended. Pursuant to the terms of the Amendment, the Reporting Person agreed to receive the amount of his net salary commencing with the pay period ending April 7, 2012, through the issuance to him by the Issuer of shares of the Issuer's common stock at the then-market price at the time of issuance for the applicable payroll date, under and subject to the terms and conditions of the Issuer's 2009 Equity Compensation Plan. The Reporting Person's participation in the 2012 Option Program has superseded this election. On April 26, 2012, the Compensation Committee of the Issuer's Board of Directors adopted a program (the "2012 Option Program") whereby each participating officer was issued on April 26, 2012 an option (the "Option") to purchase that number of shares of Common Stock equal to that portion of each Participating Officer's gross salary (the "Participating Salary") for the period May 1, 2012 - July 31, 2012 (the "Election Period") elected by the Participating Officer divided by $.25, the Black-Scholes value of an Option issued under the 2012 Option Program. The Option, the issuance of which is in lieu of payment of the Participating Salary vests at the end of the month in which the Participating Salary to which it relates would have been paid and has a term of ten years despite any termination of employment of the Participating Officer. The per share exercise price is $.36, the closing price of the Common Stock on the date of the issuance of the Option. The Gross Participating Salary for all Participating Officers is $181,309 and the total number of Options granted under the 2012 Option Program was 725,235. Dr. Pecora's Participating Salary for the Election Period is his full salary. The Options were issued under the Company's 2009 Plan. Andrew L. Pecora By: /s/ Catherine M. Vaczy, Esq., Attorney-in-Fact 2012-04-30