Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0104
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
  Meng Xia
2. Date of Event Requiring Statement (Month/Day/Year)
06/22/2017
3. Issuer Name and Ticker or Trading Symbol
Cellular Biomedicine Group, Inc. [CBMG]
(Last)
(First)
(Middle)
C/O CELLULAR BIOMEDICINE GROUP, INC., 19925 STEVENS CREEK BLVD., SUITE 100
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
Chief Operating Officer
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

CUPERTINO, CA 95014
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock, par value $0.001 26,500 (1)
D
 
Common Stock, par value $0.001 27,500 (2)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (right to buy) (2014 Plan)   (3) 06/22/2027 Common Stock 26,500 $ 8.3 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Meng Xia
C/O CELLULAR BIOMEDICINE GROUP, INC.
19925 STEVENS CREEK BLVD., SUITE 100
CUPERTINO, CA 95014
      Chief Operating Officer  

Signatures

/s/ Xia Meng 07/03/2017
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) The Reporting Person was granted 26,500 time sensitive restricted stock units ("RSUs") (Grant No. LTIP RSU G8) under the Cellular Biomedicine Group, Inc. 2014 Stock Incentive Plan (the "2014 Plan"), which RSUs vest over a period of four years according to the following schedule: 1/48th per month, with the first installment vested on June 27, 2017.
(2) The Reporting Person was granted 27,000 stock price sensitive RSUs (Grant No. LTIP RSU G16) under the 2014 Plan, which vest based on the 20-day Volume Weighted Average Price (VWAP) of the Company's common stock. In accordance with the terms of the award, 50% of the stock price sensitive RSUs will vest when the 20-day VWAP reaches $30 and the remaining stock price sensitive RSUs will vest in linear 1% increments upon each 20% increase of the 20-day VWAP above $30. The delivery of the vested stock price sensitive RSUs is conditioned upon the Reporting Person's continuous employment with the Company until June 22, 2021.
(3) This option (Grant No. LTIP NQSQ G8) was granted under the 2014 Plan and vests over a period of four years according to the following schedule: 1/48th per month, with the first installment vested on June 27, 2017.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.