Filing Details
- Accession Number:
- 0001123292-18-000974
- Form Type:
- 13G Filing
- Publication Date:
- 2018-09-28 16:33:02
- Filed By:
- Novartis Pharma Ag
- Company:
- Cellular Biomedicine Group Inc. (NASDAQ:CBMG)
- Filing Date:
- 2018-09-28
- 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 |
|---|---|---|---|---|---|---|
| Novartis Pharma AG | 0 | 1,458,257 | 0 | 1,458,257 | 1,458,257 | 7.9 1 12. Type of Reporting Person (See Instructions) CO 1 T his percentage is calculated based on 16,962,004 shares of the Issuer s Common Stock outstanding as of August 1, 2018, as reported in the Issuer s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2018, as filed with the Securities and Exchange Commission on August 7, 2018, plus the 1,458,257 shares acquired by the Reporting Persons on September 26, 2018. CUSIP No. 98419J206 1. Names of Reporting Persons. Novartis AG 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) 3. SEC Use Only 4. Citizenship or Place of Organization Switzerland Number of Shares Beneficially by Owned by Each Reporting Person With 5. Sole Voting Power 0 6. Shared Voting Power 1,458,257 7. Sole Dispositive Power 0 8. Shared Dispositive Power 1,458,257 9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,458,257 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 11. Percent of Class Represented by Amount in Row (9) 7.9 1 12. Type of Reporting Person (See Instructions) CO Item 1. (a) Name of Issuer Cellular Biomedicine Group, Inc. (the Issuer ). (b) Address of Issuer s Principal Executive Offices 19925 Stevens Creek Blvd., Suite 100, Cupertino, California 95014 Item 2. (a) Name of Person Filing This Schedule 13G is filed by Novartis Pharma AG and Novartis AG. Novartis Pharma AG is the record holder of 1,458,257 shares of common stock of the Issuer. As the parent of Novartis Pharma AG, Novartis AG may be deemed to beneficially own these shares. Novartis Pharma AG and Novartis AG are together referred to herein as the Reporting Persons. The Reporting Persons have entered into a Joint Filing Agreement, dated September 28, 2018, a copy of which is filed with this Schedule 13G as Exhibit B, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act. (b) Address or Principal Business Office or, if None, Residence The address of the principal business office of each of Novartis Pharma AG and Novartis AG is Lichtstrasse 35, 4056 Basel, Switzerland. (c) Citizenship Novartis AG and Novartis Pharma AG are each corporations organized under the laws of Switzerland. (d) Title of Class of Securities Common Stock, 0.001 par value (e) CUSIP Number 15117P102 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 Not applicable. Item 4. Ownership. Novartis Pharma AG (a) Amount beneficially owned 1,458,257 (b) Percent of class 7.9% |
| Novartis AG | 0 | 1,458,257 | 0 | 1,458,257 | 1,458,257 |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. _______)*
Cellular Biomedicine Group, Inc.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
15117P102
(CUSIP Number)
September 26, 2018
(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) |
| X | 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. 98419J206 | ||
| 1. | Names of Reporting Persons. Novartis Pharma AG | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | ||
| (b) | ||
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of Organization Switzerland | |
| Number of Shares Beneficially by Owned by Each Reporting Person With: | 5. Sole Voting Power 0 | |
| 6. Shared Voting Power 1,458,257 | ||
| 7. Sole Dispositive Power 0 | ||
| 8. Shared Dispositive Power 1,458,257 | ||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 1,458,257 | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) | |
| 11. | Percent of Class Represented by Amount in Row (9) 7.91 | |
| 12. | Type of Reporting Person (See Instructions) CO | |
|
1 This percentage is calculated based on 16,962,004 shares of the Issuer's Common Stock outstanding as of August 1, 2018, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2018, as filed with the Securities and Exchange Commission on August 7, 2018, plus the 1,458,257 shares acquired by the Reporting Persons on September 26, 2018. | ||
| CUSIP No. 98419J206 | ||
| 1. | Names of Reporting Persons. Novartis AG | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | ||
| (b) | ||
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of Organization Switzerland | |
| Number of Shares Beneficially by Owned by Each Reporting Person With: | 5. Sole Voting Power 0 | |
| 6. Shared Voting Power 1,458,257 | ||
| 7. Sole Dispositive Power 0 | ||
| 8. Shared Dispositive Power 1,458,257 | ||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 1,458,257 | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) | |
| 11. | Percent of Class Represented by Amount in Row (9) 7.91 | |
| 12. | Type of Reporting Person (See Instructions) CO | |
| | ||
Item 1.
| (a) | Name of Issuer: |
Cellular Biomedicine Group, Inc. (the "Issuer").
| (b) | Address of Issuer's Principal Executive Offices |
19925 Stevens Creek Blvd., Suite 100, Cupertino, California 95014
Item 2.
| (a) | Name of Person Filing: |
This Schedule 13G is filed by Novartis Pharma AG and Novartis AG. Novartis Pharma AG is the record holder of 1,458,257 shares of common stock of the Issuer. As the parent of Novartis Pharma AG, Novartis AG may be deemed to beneficially own these shares. Novartis Pharma AG and Novartis AG are together referred to herein as the "Reporting Persons." The Reporting Persons have entered into a Joint Filing Agreement, dated September 28, 2018, a copy of which is filed with this Schedule 13G as Exhibit B, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.
| (b) | Address or Principal Business Office or, if None, Residence: |
The address of the principal business office of each of Novartis Pharma AG and Novartis AG is Lichtstrasse 35, 4056 Basel, Switzerland.
| (c) | Citizenship |
Novartis AG and Novartis Pharma AG are each corporations organized under the laws of Switzerland.
| (d) | Title of Class of Securities |
Common Stock, $0.001 par value
| (e) | CUSIP Number |
15117P102
| 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: |
Not applicable.
Item 4. Ownership.
Novartis Pharma AG
| (a) | Amount beneficially owned: 1,458,257 |
| (b) | Percent of class:7.9% |
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: -0- |
| (ii) | Shared power to vote or to direct the vote: 1,458,257 |
| (iii) | Sole power to dispose or to direct the disposition of: -0- |
| (iv) | Shared power to dispose or to direct the disposition of: 1,458,257 |
Novartis AG
| (d) | Amount beneficially owned: 1,458,257 |
| (e) | Percent of class:7.9% |
| (f) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: -0- |
| (ii) | Shared power to vote or to direct the vote: 1,458,257 |
| (iii) | Sole power to dispose or to direct the disposition of: -0- |
| (iv) | Shared power to dispose or to direct the disposition of: 1,458,257 |
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 five percent of the class of securities, check the following .
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company |
Not applicable.
Item 8. Identification and Classification of Members of the Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief, 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.
SIGNATURES
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.
Date: September 28, 2018
NOVARTIS PHARMA AG
By:/s/ J. B. Emery
Name: J. B. Emery
Title: Authorized Signatory
By: /s/ M. Morawietz
Name: M. Morawietz
Title: Authorized Signatory
NOVARTIS AG
By:/s/ K. Roth Pellenda
Name: K. Roth Pellenda
Title: Authorized Signatory
By:/s/ F. Eichhorn
Name: F. Eichhorn
Title: Authorized Signatory
EXHIBIT INDEX
Exhibit Description
| A | Evidence of Signature Authority |
| B | Joint Filing Agreement dated September 28, 2018 |
EXHIBIT A
EVIDENCE OF SIGNATURE AUTHORITY
Excerpt from Commercial Register of Novartis Pharma AG:
Excerpt from Commercial Register of Novartis AG:
EXHIBIT B
JOINT FILING AGREEMENT
The undersigned hereby agree as follows:
(i) Each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on behalf of each of them; and
(ii) Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
The undersigned hereby further agree that this Joint Filing Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all of which counterparts shall together constitute one and the same instrument.
Date: September 28, 2018
NOVARTIS PHARMA AG
By:/s/ J. B. Emery
Name: J. B. Emery
Title: Authorized Signatory
By: /s/ M. Morawietz
Name: M. Morawietz
Title: Authorized Signatory
NOVARTIS AG
By:/s/ K. Roth Pellenda
Name: K. Roth Pellenda
Title: Authorized Signatory
By:/s/ F. Eichhorn
Name: F. Eichhorn
Title: Authorized Signatory