Filing Details
- Accession Number:
- 0001654954-18-001002
- Form Type:
- 13G Filing
- Publication Date:
- 2018-02-01 16:46:53
- Filed By:
- Maplebrook Ltd
- Company:
- Cellular Biomedicine Group Inc. (NASDAQ:CBMG)
- Filing Date:
- 2018-02-01
- SEC Url:
- 13G Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Maplebrook Limited | 1,077,253 | 0 | 1,077,253 | 0 | 1,077,253 | 7.07% |
Filing
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment
No. )
Under
the Securities Exchange Act of 1934
| | Cellular
Biomedicine Group, Inc. | |
| | (Name
of Issuer) | |
| | | |
| | Common
Stock, $0.001 par value per share | |
| | (Title
of Class of Securities) | |
| | | |
| | 15117P102 | |
| | (CUSIP
Number) | |
| | | |
| | December
28, 2017 | |
| | (Date
of Event Which Requires Filing of this Statement) | |
| | | |
Check
the appropriate box to designate the rule pursuant to which this
Schedule is filed
| ☐ | Rule
13d-1(b) |
|
☒ | Rule
13d-1(c) |
| ☐ | Rule
13d-1(d) |
The
remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a prior
cover page.
The
information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
CUSIP
No. 15117P102
| 1. | Names of
Reporting Persons. Maplebrook
Limited I.R.S.
Identification Nos. of above persons (entities only).
N/A | |
| 2. | Check the
Appropriate Box if a Member of a Group (See
Instructions) (a)
☐ (b)
☐ | |
| 3. | SEC
Use Only | |
| 4. | Citizenship of
Place of Organization Cayman
Islands | |
| Number of
Shares Beneficially Owned by
Each Reporting
Person With | 5. | Sole
Voting Power
1,077,253(1) |
| 6. | Shared Voting
Power 0 | |
| 7. | Sole
Dispositive Power
1,077,253(1) | |
| 8. | Shared
Dispositive Power
0 | |
| 9. | Aggregate Amount
Beneficially Owned by each Reporting Person
1,077,253 | |
| 10. | Check if the
Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |
| 11. | Percent of Class
Represented by Amount in Row 9 7.07%(2) | |
| 12. | Type
of Reporting Person (See Instructions) CO | |
(1)
RTSing Raffles Limited and RTSing Marina Limited, as the Reporting
Person’s corporate directors, can act jointly to dispose of
and vote on the securities reported herein in accordance with the
Memorandum of Association of the Reporting Person. Britta Pfister,
Patricia Tan and Chue Chee Chen, individual directors of both
RTSing Raffles Limited and RTSing Marina Limited, have voting and
dispositive power over the securities reported herein.
(2) Based
on 15,218,607 shares of common stock of the issuer outstanding as
of January 31, 2018, including 14,010,270 shares disclosed in the
Issuer’s Quarterly Report on Form 10-Q filed with the
Securities and Exchange Commission on November 8, 2017 and
1,208,334 shares sold in December 2017 as disclosed in the
issuer’s Current Reports on Form 8-K filed with the
Securities and Exchange Commission on December 21, 2017 and
December 28, 2017.
-2-
ITEM 1:
(a) Name of Issuer: Cellular Biomedicine Group,
Inc.
(b) Address
of Issuer’s Principal Executive Offices: 19925 Stevens
Creek Blvd., Suite 100
Cupertino, California 95014
ITEM 2:
(a) Name of Person Filing: Maplebrook
Limited (the
“Reporting
Person”)
(b) Address of Principal Business Office or, if None,
Residence: P.O. Box 31119 Grand Pavilion, Hibiscus Way, 802
West Bay Road, Grand Cayman, KY1-1205, Cayman Islands
(c) Citizenship: Cayman Islands
(d) Title of Class of Securities: Common Stock, par
value $0.001
(e) CUSIP Number: 15117P102
-3-
ITEM 3: IF THIS STATEMENT IS FILED PURSUANT TO
§§240.13D-1(B) OR 240.13D-2(B) OR (C), CHECK WHETHER THE
PERSON FILING IS A:
| | (a) | ☐ | Broker
or dealer registered under section 15 of the Act (15 U.S.C.
78o); |
| | | | |
| | (b) | ☐ | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C.
78c); |
| | | | |
| | (c) | ☐ | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c); |
| | | | |
| | (d) | ☐ | Investment
company registered under section 8 of the Investment Company Act of
1940 (15 U.S.C 80a-8); |
| | | | |
| | (e) | ☐ | An
investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E); |
| | | | |
| | (f) | ☐ | An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F); |
| | | | |
| | (g) | ☐ | A
parent holding company or control person in accordance with §
240.13d-1(b)(1)(ii)(G); |
| | | | |
| | (h) | ☐ | A
savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813); |
| | | | |
| | (i) | ☐ | A
church plan that is excluded from the definition of an investment
company under section 3(c)(14) of the Investment Company Act of
1940 (15 U.S.C. 80a-3); |
| | | | |
| | (j) | ☐ | A
non-U.S. institution, in accordance with
§240.13d-1(b)(1)(ii)(J); |
| | | | |
| | (k) | ☐ | Group,
in accordance with §240.13d-1(b)(1)(ii)(K). |
| | | | If
filing as a non-U.S. institution in accordance with
§240.13d-1(b)(1)(ii)(J), please specify the type of
institution: |
ITEM 4: OWNERSHIP.
(a) Amount beneficially owned:
1,077,253
(b) Percent of class: 7.07%
(c) Number of shares as to which the person
has:
| | (i) | Sole
power to vote or to direct the vote: | 1,077,253 | |
| | (ii) | Shared
power to vote or to direct the vote | 0 | |
| | (iii) | Sole
power to dispose or to direct the disposition of: | 1,077,253 | |
| | (iv) | Shared power to dispose or to direct the disposition of | 0 | |
RTSing
Raffles Limited and RTSing Marina Limited, as the Reporting
Person’s corporate directors, can act jointly to dispose of
and vote the securities reported herein in accordance with the
Memorandum of Association of the Reporting Person. Britta Pfister,
Patricia Tan and Chue Chee Chen, individual directors of both
RTSing Raffles Limited and RTSing Marina Limited, have voting and
dispositive power over the securities reported herein.
ITEM 5: OWNERSHIP OF FIVE PERCENT OR LESS OF A
CLASS.
If this
statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner
of more than 5 percent of the class of securities, check the
following [ ].
ITEM 6: OWNERSHIP OF MORE THAN FIVE PERCENT ON
BEHALF OF ANOTHER PERSON.
See
Item 4.
ITEM 7: IDENTIFICATION AND CLASSIFICATION OF THE
SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE
PARENT HOLDING COMPANY.
Not
applicable.
-4-
ITEM 8: IDENTIFICATION AND CLASSIFICATION OF
MEMBERS OF THE GROUP.
Not
applicable.
ITEM 9: NOTICE OF DISSOLUTION OF
GROUP.
Not
applicable.
ITEM 10: CERTIFICATIONS.
By signing below I certify that, to the best of my knowledge and
below the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect, other
than activities solely in connection with a nomination under §
240.14a-11.
-5-
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
| Dated:
February 1, 2018 | Maplebrook
Limited RTSing
Raffles Ltd., as Corporate Director | | |
| | By: | /s/
Patricia
Tan | |
| | | Name:
Patricia Tan Title:
Director | |
| | | | |
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