Sec Form 4 Filing - Shi Mingsheng @ NeoStem, Inc. - 2012-01-04

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 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

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1. Name and Address of Reporting Person Shi Mingsheng 2. Issuer Name and Ticker or Trading Symbol NeoStem, Inc. [ NBS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) See Remarks (Last) (First) (Middle) 859 PANXU ROAD, CANGLANG DISTRICT 3. Date of Earliest Transaction (MM/DD/YY) 01/04/2012 (Street) SUZHOU CITY, JIANGSU PROVINCE, F4215002 4. If Amendment, Date Original Filed (MM/DD/YY) 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 Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 Stock Options (right to buy) ( 1 ) $ 0.52 01/04/2012 A( 1 ) 120,000 ( 1 ) 01/03/2022 Common Stock, par value $0.001 per share 120,000 $ 0 120,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Shi Mingsheng 859 PANXU ROAD CANGLANG DISTRICT SUZHOU CITY, JIANGSU PROVINCE, F4215002 X See Remarks Signatures Mingsheng Shi, By: /s/ Catherine M. Vaczy, Esq., Attorney-in-fact 01/06/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On January 4, 2012 (the "Grant Date"), the Reporting Person was granted an option to purchase 120,000 shares of common stock of NeoStem, Inc. (the "Company"), subject to all of the terms and conditions of the Company's 2009 Non-U.S. Based Equity Compensation Plan and pursuant to the Company's Director Compensation Plan. This option was fully vested on the Grant Date.

Remarks: Chairman of the Board of Directors of Suzhou Erye Pharmaceutical Company Ltd., an entity 51%-owned by the Company.

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).

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