SEC Form 3

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 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* RimAsia Capital Partners, L.P. (Last) (First) (Middle) 1808 HUTCHINSON HOUSE 10 HARCOURT ROAD, ADMIRALTY (Street) HONG KONG F4 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 09/02/2008	3. Issuer Name and Ticker or Trading Symbol NeoStem, Inc. [ NBS ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

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, $.001 par value(1)(2)	1,000,000	D(3)

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: 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
Warrants (right to buy)(1)	03/02/2009	09/01/2013	Common Stock, $.001 par value	1,000,000	1.75	D(3)

1. Name and Address of Reporting Person* RimAsia Capital Partners, L.P. (Last) (First) (Middle) 1808 HUTCHINSON HOUSE 10 HARCOURT ROAD, ADMIRALTY (Street) HONG KONG F4 (City) (State) (Zip)

1. Name and Address of Reporting Person* RimAsia Capital Partners GP, L.P. (Last) (First) (Middle) 1808 HUTCHINSON HOUSE, 10 HARCOURT ROAD, ADMIRALTY (Street) HONG KONG F4 (City) (State) (Zip)

1. Name and Address of Reporting Person* RimAsia Capital Partners GP, Ltd. (Last) (First) (Middle) 1808 HUTCHINSON HOUSE, 10 HARCOURT ROAD, ADMIRALTY (Street) HONG KONG F4 (City) (State) (Zip)

1. Name and Address of Reporting Person* Wei Eric (Last) (First) (Middle) 1808 HUTCHINSON HOUSE, 10 HARCOURT ROAD, ADMIRALTY (Street) HONG KONG F4 (City) (State) (Zip)

Explanation of Responses:

1. These securities were purchased in a private placement made by NeoStem, Inc. (the "Company"). Pursuant to the terms of this private placement, the Company sold 1,000,000 units ("Units") at a per Unit price of $1.25 with each Unit consisting of (a) one share of Common Stock, $.001 par value and (b) one redeemable warrant for the purchase of one share of Common Stock at an exercise price of $1.75 per share, subject to adjustment, expiring five years from the date of issuance.

2. This Form 3 is filed jointly with (a) RimAsia Capital Partners GP, L.P., as the general partner of RimAsia Capital Partners, L.P., (b) RimAsia Capital Partners GP, Ltd., the general partner of RimAsia Capital Partners GP, L.P. and (c) Eric H.C. Wei, the sole director of RimAsia Capital Partners GP, Ltd. All such reporting persons have the address noted in Item 1.

3. RimAsia Capital Partners GP, L.P., RimAsia Capital Partners GP, Ltd. and Eric H.C. Wei disclaim beneficial ownership of the securities held by RimAsia Capital Partners, L.P. except to the extent of any pecuniary interest therein, and the inclusion of these securities shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 of the Securities Exchange Act or for any other purpose.

	/s/ RimAsia Capital Partners, L.P.	09/12/2008
	/s/ RimAsia Capital Partners GP, L.P. (and as general partner of RimAsia Capital Partners, L.P.)	09/12/2008
	/s/ RimAsia Capital Partners GP, Ltd. (and as general partner of RimAsia Capital Partners GP, L.P.)	09/12/2008
	/s/ Eric H.C. Wei, as sole director of RimAsia Capital Partners GP, Ltd., and as authorized signatory for RimAsia Capital Partners, L.P., RimAsia Capital Partners GP, L.P. and Eric H.C. Wei	09/12/2008
	** Signature of Reporting Person	Date
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