SEC Form 4

FORM 4		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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Zhang Jian M (Last) (First) (Middle) 859 PANXU ROAD CANGLANG DISTRICT (Street) SUZHOU CITY, JIANGSU PROVINCE F4 215002 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol NeoStem, Inc. [ NBS ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) See Remarks
	3. Date of Earliest Transaction (Month/Day/Year) 06/01/2010
	4. If Amendment, Date of Original Filed (Month/Day/Year)	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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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
Common Stock, par value $0.001 per share	06/01/2010		X(1)		400,000	A	$1.75	3,650,770	I(2)	By corporation(2)
Common Stock, par value $0.001 per share								175,000	D

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		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: 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
Warrant (right to buy)	$1.75	06/01/2010		X(1)			400,000	05/26/2009	11/25/2013	Common Stock, par value $0.001 per share	400,000	$0	0	I(2)	By corporation(2)

Explanation of Responses:

1. In connection with the warrant exercise reported herein, the Board of Directors of NeoStem, Inc. (the "Company") agreed to release the Company's security interest in such warrants.

2. Fullbright Finance Limited, a corporation organized under the laws of the British Virgin Islands ("Fullbright"), exercised warrants on June 1, 2010. The reporting person and Mr. Shi Mingsheng are the principal shareholders of Fullbright and, as a result, the reporting person and Mr. Shi possess shared power to vote and to dispose of the securities of the Company held by Fullbright. Accordingly, for the purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, the reporting person is deemed to beneficially own the securities reported herein. The reporting person disclaims beneficial ownership of the securities reported herein, except to the extent of her pecuniary interest in Fullbright, if any.

Remarks:

General Manager of Suzhou Erye Pharmaceuticals Company Ltd., a 51% owned subsidiary of the Company.

	Jian Zhang, By: /s/ Catherine M. Vaczy, Esq., Attorney-in-Fact	06/02/2010
	** 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).
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