SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

VATERS ROBERT S

(Last)

(First)

(Middle)

C/O NEOSTEM, INC.

420 LEXINGTON AVENUE, SUITE 350

(Street)

NEW YORK

10170

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NeoStem, Inc. [ NBS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President & CFO

3. Date of Earliest Transaction (Month/Day/Year)
01/05/2015

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to purchase)	$3.5	01/05/2015		A⁽¹⁾		480,000		⁽¹⁾	01/04/2025	Common Stock, par value $0.001 per share	480,000	$0	480,000	D
Stock Option (right to purchase)	$3.5	01/05/2015		A⁽²⁾		120,000		⁽²⁾	01/04/2025	Common Stock, par value $0.001 per share	120,000	$0	120,000	D

Explanation of Responses:

1. On January 5, 2015, the commencement date (the "Commencement Date") of his employment with NeoStem, Inc. (the "Company"), the reporting person, Robert S. Vaters, was granted an option (the "Initial Option") to purchase 480,000 shares of the Company's common stock, par value $0.001 per share ("Common Stock"), pursuant and subject to the terms and conditions of the Company's Amended and Restated 2009 Equity Compensation Plan (the "2009 Plan"). The Initial Option was vested as to 80,000 shares immediately upon grant with the remainder of the Initial Option shares scheduled to vest subject to Mr. Vaters' continued employment in a series of sixteen successive quarterly installments (25,000 shares each) over the four years following the Commencement Date.

2. Additionally, on the Commencement Date, Mr. Vaters was granted an additional option (the "Additional Option") to purchase 120,000 shares of Common Stock, pursuant and subject to the terms and conditions of the 2009 Plan. The Additional Option provides for vesting based on two individual milestones (60,000 Additional Option shares each) to be mutually established by the Compensation Committee (or the Executive Chairman) and Mr. Vaters within three months following the Commencement Date subject to Mr. Vaters' continued employment on each of the applicable 1/16th milestone vesting dates.

	/s/ Catherine M. Vaczy, Esq., Attorney-in-Fact	01/05/2015
	** 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 4 (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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