Pluri Inc.

Director's Dealing • Sep 11, 2020

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

1. Name and Address of Reporting Person* YANAY YAKY			2. Issuer Name and Ticker or Trading Symbol PLURISTEM THERAPEUTICS INC [ PSTI ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
				X	Director	10% Owner
(Last)	(First)	(Middle)	3. Date of Earliest Transaction (Month/Day/Year)	X	Officer (give title below)	Other (specify below)
MATAM PARK, BUILDING #5			09/10/2020	CEO & President
(Street)
			4. If Amendment, Date of Original Filed (Month/Day/Year)		6. Individual or Joint/Group Filing (Check Applicable Line)
HAIFA	L3	3508409		X	Form filed by One Reporting Person
(City)	(State)	(Zip)			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) Code V		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership
					Amount	(A) or Price (D)		(s) (Instr. 3 and 4)		(Instr. 4)
Restricted Stock Units(1)	09/10/2020(2)		A		500,000	A	\$0	925,304(4)	D
Restricted Stock Units(1)	09/10/2020(3)		A		500,000	A	\$0	1,425,304(4)	D
Common Stock								6,650	I	By Yaacov Yanay Management Ltd.

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 Date or Exercise Price of Derivative Security	3. Transaction (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	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		(s) (Instr. 4)

Explanation of Responses:

1. Each RSU represents a contingent right to receive one share of the Issuer's common stock.

2. The shares vest over four years as follows: 12.5% shall vest on the 6 month anniversary of the date of grant and the remaining shares vest in 14 equal installments every 3 months thereafter.

3. The shares vest in full upon milestone achievement of increasing market capitalization of the Issuer's common stock on the Nasdaq Capital Market to \$550 million within no more than 3 years from the date of grant.

4. Such number of shares of common stock have been adjusted to reflect the reverse stock split that occurred on July 25, 2019. Remarks:

/s/ Yaky Yanay 09/10/2020

** Signature of Reporting Person Date

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

** 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.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).