Pluri Inc.

Director's Dealing • Apr 9, 2019

FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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

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

	1. Name and Address of Reporting Person* YANAY YAKY 0001402539		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 Officer (give title	10% Owner Other (specify
(Last) (First) (Middle) MATAM PARK, BUILDING #5			3. Date of Earliest Transaction (Month/Day/Year) 04/08/2019	X below) below) Co-CEO & President
(Street) HAIFA	L3	3508409	4. If Amendment, Date of Original Filed (Month/Day/Year)	X	6. Individual or Joint/Group Filing (Check Applicable Line) 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 (D)	Price	Transaction(s) (Instr. 3 and 4)		(Instr. 4)
Common Stock	04/08/2019		P		71,429	A	\$0.7(1)	4,253,045	D
Common Stock								66,499	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 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		71,429		04/08/2019 (2)	04/08/2024 Common	Stock	71,429	\$0(1)	71,429	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/ Yaky Yanay 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).

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Instruction 1(b).