Pluri Inc.

Director's Dealing • Apr 9, 2019

FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person* Kwiat Moria 0001549907			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) MATAM PARK, BUILDING #5 (Street)			3. Date of Earliest Transaction (Month/Day/Year) 04/08/2019	Officer (give title below)	Other (specify below)
HAIFA	L3 3508409		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
(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)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership
			Code	V	Amount	(A) or Price (D)		Transaction(s) (Instr. 3 and 4)		(Instr. 4)
Common Stock	04/08/2019		P		28,571	A	\$0.7(1)	373,571	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	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		Reported Transaction (s) (Instr. 4)
Common Stock Warrant	\$0.7	04/08/2019		P		28,571		04/08/2019 (2)	04/08/2024 Common	Stock	28,571	\$0(1)	28,571	D

Explanation of Responses:

1. The common stock and common stock warrant were acquired in the issuer's public underwritten offering of units, in which each unit consisted of one share of common stock and an accompanying common stock warrant to purchase one share of common stock, at a price of \$0.70 per unit. The price paid per unit is reflected in Table I.

2. The common stock warrants were exercisable immediately upon their issuance.

Remarks:

/s/ Moria Kwiat 04/08/2019

** 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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