Statement of Changes in Beneficial Ownership (4)

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* Liu Tony	2. Issuer Name and Ticker or Trading Symbol Cellular Biomedicine Group, Inc. [ CBMG ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) CEO, CFO
(Last) (First) (Middle) C/O CELLULAR BIOMEDICINE GROUP, INC., 9605 MEDICAL CENTER DR, SUITE 100	3. Date of Earliest Transaction (MM/DD/YYYY) 2/19/2021
(Street) ROCKVILLE, MD 20850 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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. Trans. Date	2A. Deemed Execution Date, if any	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)
Common Stock	2/19/2021 ⁽¹⁾		A⁽²⁾		240000	A	$0	487517	D
Common Stock	2/19/2021		J		476817	D	⁽³⁾	10700	D
Common Stock	2/19/2021		D		10700	D	⁽⁴⁾	0	D

*Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)*
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)	$7.23	2/19/2021		J			5300	⁽⁵⁾	3/5/2023	Common Stock	5300	⁽⁶⁾	0	D
Employee Stock Option (Right to Buy)	$5.00	2/19/2021		J			255000	⁽⁷⁾	1/3/2024	Common Stock	255000	⁽⁶⁾	0	D
Employee Stock Option (Right to Buy)	$20.63	2/19/2021		J			15000	⁽⁸⁾	7/23/2021	Common Stock	15000	⁽⁶⁾	0	D
Employee Stock Option (Right to Buy)	$20.63	2/19/2021		J			15000	⁽⁹⁾	8/14/2021	Common Stock	15000	⁽⁶⁾	0	D
Employee Stock Option (Right to Buy)	$15.53	2/19/2021		J			105800	⁽¹⁰⁾	12/31/2021	Common Stock	105800	⁽⁶⁾	0	D
Employee Stock Option (Right to Buy)	$35.53	2/19/2021		J			30000	⁽¹¹⁾	4/6/2025	Common Stock	30000	⁽⁶⁾	0	D
Employee Stock Option (Right to Buy)	$20.00	2/19/2021		J			40000	⁽¹²⁾	4/11/2026	Common Stock	40000	⁽⁶⁾	0	D
Employee Stock Option (Right to Buy)	$12.55	2/19/2021		J			30000	1/21/2017	1/21/2027	Common Stock	30000	⁽⁶⁾	0	D
Employee Stock Option (Right to Buy)	$12.40	2/19/2021		J			120000	⁽¹³⁾	3/3/2027	Common Stock	120000	⁽⁶⁾	0	D

Explanation of Responses:
(1)	Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 11, 2020, by and among Cellular Biomedicine Group, Inc. (the "Company"), CBMG Holdings ("Parent") and CBMG Merger Sub Inc. ("Merger Sub"), pursuant to which Merger Sub merged with and into the Company, with the Company surviving the Merger as a wholly-owned subsidiary of Parent (the "Merger"). The Merger became effective on February 19, 2021 (the "Closing Date").
(2)	Effective March 3, 2017, the Reporting Person was granted performance-based restricted stock units, which, as a result of the Merger, were accelerated and vested in full at the maximum level of performance on the Closing Date.
(3)	Pursuant to an agreement between the Reporting Person and Parent, 476,817 shares of common stock held by the Reporting Person were converted into shares of common stock of Parent.
(4)	Pursuant to terms of the Merger Agreement, at the effective time of the Merger, 10,700 shares of common stock of held by the Reporting Person were cancelled and exchanged for the right to receive merger consideration of $19.75 in cash per share.
(5)	This option vested over a period of three years according to the following schedule: 1/36th per month following the vesting commencement date of March 5, 2013.
(6)	Pursuant to an agreement between the Reporting Person and Parent, the 616,100 stock options held by the Reporting Person were converted into an option to acquire ordinary shares of Parent.
(7)	This option vested over a period of three years according to the following schedule: 1/36th per month following the vesting commencement date of January 3, 2014.
(8)	This option vested over a period of three years according to the following schedule: 1/3 on July 23, 2015 and 1/3 on each anniversary thereafter.
(9)	This option vested over a period of three years according to the following schedule: 1/3 on August 14, 2015 and 1/3 on each anniversary thereafter.
(10)	This option vested over a period of three years according to the following schedule: 1/3 on December 31, 2015 and 1/3 on each anniversary thereafter.
(11)	This option vested according to the following schedule: 9,000 shares vested and became fully exercisable on April 6, 2016, 9,000 shares vested and became fully exercisable on April 6, 2017, and 12,000 shares vested and became fully exercisable on April 6, 2018.
(12)	This option vested according to the following schedule: 12,000 shares vested and became fully exercisable on April 11, 2017; 12,000 shares vested and became fully exercisable on April 11, 2018; and 16,000 shares vested and became fully exercisable on April 11, 2019.
(13)	This option vests over a period of four years according to the following schedule: 1/48th per month, with the first installment vested on March 27, 2017. In connection with the Merger, unvested options were accelerated and vested in full at the effective time of the Merger.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Liu Tony C/O CELLULAR BIOMEDICINE GROUP, INC. 9605 MEDICAL CENTER DR, SUITE 100 ROCKVILLE, MD 20850	X		CEO, CFO