Sec Form 13G Filing - Southpoint Capital Advisors LP filing for LISATA THERAPEUTICS, INC (LSTA) - 2009-08-05

Washington, D.C. 20549

Neostem, Inc.

(Name of Issuer)

Common Shares, par value $0.001

(Title of Class of Securities)

640650206

(CUSIP Number)

July 29, 2009

(Date of Event Which Requires Filing of this Statement)

 

 

CUSIP No.		640650206

*SEE INSTRUCTIONS BEFORE FILLING OUT

**SEE ITEM 4.

CUSIP No.		640650206

*SEE INSTRUCTIONS BEFORE FILLING OUT

**SEE ITEM 4.

CUSIP No.		640650206

*SEE INSTRUCTIONS BEFORE FILLING OUT

**SEE ITEM 4.

CUSIP No.		640650206

*SEE INSTRUCTIONS BEFORE FILLING OUT

**SEE ITEM 4.

CUSIP No.		640650206

*SEE INSTRUCTIONS BEFORE FILLING OUT

**SEE ITEM 4.

CUSIP No.		640650206

*SEE INSTRUCTIONS BEFORE FILLING OUT

**SEE ITEM 4.

SCHEDULE 13G/A

This Amendment No. 1 to Schedule 13G (the “Amendment”) is an amendment to the initial statement on Schedule 13G relating to shares of common stock, par value $0.001 (the “Common Shares”) and certain warrants currently owned that give the Reporting Persons the right to convert such warrants into Common Shares (the “Warrants,” and together with the Common Shares, the “Common Stock”) of Neostem, Inc., a Delaware corporation (the “Issuer”), filed with the Securities and Exchange Commission (the “SEC”) on August 9, 2007, (the “Schedule 13G”).

This Amendment is being filed on behalf of Southpoint Capital Advisors LLC, a Delaware limited liability company (“Southpoint CA LLC”), Southpoint GP, LLC, a Delaware limited liability company (“Southpoint GP LLC”), Southpoint Capital Advisors LP, a Delaware limited partnership (“Southpoint Advisors”), Southpoint GP, LP, a Delaware limited partnership (“Southpoint GP”), Robert W. Butts and John S. Clark II. Southpoint CA LLC is the general partner of Southpoint Advisors. Southpoint GP LLC is the general partner of Southpoint GP. Southpoint GP is the general partner of Southpoint Fund LP, a Delaware limited partnership (the “Fund”), Southpoint Qualified Fund LP, a Delaware limited partnership (the “Qualified Fund”), and Southpoint Master Fund, LP, a Cayman Islands exempted limited partnership (the “Master Fund”). Southpoint Offshore Fund, Ltd., a Cayman Island exempted company (the “Offshore Fund”), is also a general partner of the Master Fund. This Schedule 13G relates to shares of Common Stock of the Issuer, purchased by the Fund, the Qualified Fund and the Master Fund.

Item 4		Ownership.
		(a)		Southpoint CA LLC, Southpoint GP LLC, Southpoint GP, Southpoint Advisors, Robert W. Butts and John S. Clark II may be deemed the beneficial owners of 402,251 shares of Common Stock, 77,251 of which are Common Shares and 325,000 of which are Warrants, which are convertible into Common Shares.
		(b)		Southpoint CA LLC, Southpoint GP LLC, Southpoint GP, Southpoint Advisors, Robert W. Butts and John S. Clark II may be deemed the beneficial owners of 4.86% of the outstanding shares of Common Stock. This percentage was determined by dividing 402,251 by 8,274,476 which represents 7,949,476 or the total number of shares of Common Stock issued and outstanding as of May 13, 2009, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on May 15, 2009, plus the 325,000 Warrants issued to the Reporting Persons.
		(c)		Southpoint CA LLC, Southpoint GP LLC, Southpoint GP, Southpoint Advisors, Robert W. Butts and John S. Clark II have the sole power to vote and dispose of the 402,251 shares of Common Stock beneficially owned.

Item 10		Certification.
		By signing below each of the Reporting Persons certifies that, to the best of such person’s knowledge and belief, the securities referred to above were acquired and held in the ordinary course of business and were not acquired and were not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
Exhibits		Exhibit 1
		Joint Filing Agreement dated August 5, 2009, among Southpoint CA LLC, Southpoint GP LLC, Southpoint GP, Southpoint Advisors, Robert W. Butts and John S. Clark II.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: August 5, 2009

EXHIBIT INDEX

Exhibit
No.		Description
1		Joint Filing Agreement dated August 5, 2009, among Southpoint CA LLC, Southpoint GP LLC, Southpoint GP, Southpoint Advisors, Robert W. Butts and John S. Clark II.