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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	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) _____ Director                      _____ 10% Owner __ X __ Officer (give title below)      _____ Other (specify below) Chief Financial Officer
(Last)          (First)          (Middle) 530 UNIVERSITY AVENUE, #17	3. Date of Earliest Transaction (MM/DD/YYYY) 1/21/2017
(Street) PALO ALTO, CA 94301 (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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	3/27/2017		A		120000   (1)	A	$0   (1)	120000	D
Common Stock	3/27/2017		F		975   (2)	D	$11.40   (2)	119025	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-Qualified Stock Option (right to buy) (2011 Plan)	$12.55	1/21/2017		A		30000		1/27/2017   (3)	1/21/2027	Common Stock	30000	$0	30000	D
Non-Qualified Stock Option (right to buy) (2014 Plan)	$12.40	3/3/2017		A		120000		(4)	3/3/2027	Common Stock	120000	$0	120000	D

Explanation of Responses:
( 1)	The Reporting Person was granted 120,000 restricted stock units ("RSUs") (Grant No. LTIP RSU G1) under the Cellular Biomedicine Group, Inc. 2014 Stock Incentive Plan, which RSUs vest according to the following schedule: 1/48th per month, with the first installment vested on March 27, 2017.
( 2)	On March 27, 2017, 2,500 RSUs (Grant No. LTIP RSU G1 ) vested and were delivered to the Reporting Person, of which 975 shares of common stock were withheld (at the closing price of the Company's common stock on the NASDAQ Global Market on Tuesday, March 27, 2017) to satisfy the tax obligation relating to the vesting of the RSUs pursuant to Section 16b-3(e) under the Securities Exchange Act of 1934.
( 3)	This option (Grant No. 11-273) vested immediately on January 21, 2017.
( 4)	This option (Grant No. 14-324) 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.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Liu Tony 530 UNIVERSITY AVENUE, #17 PALO ALTO, CA 94301			Chief Financial Officer

Signatures
/s/Bizuo (Tony) Liu		4/3/2017
** 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).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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