Pluri Inc.

Major Shareholding Notification • Mar 29, 2019

(b).

subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1

FORM 4 UNITED STATES SECURITIES AND EXCHANGE

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
	COMMISSION Washington, D.C. 20549	OMB Number: Estimated average	3235-0287
Check this box if no longer		burden hours per response	0.5

1. Name and Address of Reporting Person* Franco-Yehuda Chen 0001770681			2. Issuer Name and Ticker or Trading Symbol PLURISTEM THERAPEUTICS INC [ PSTI ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner
(Last) (First) (Middle)				Officer (give title Other (specify X below) below)
MATAM ADVANCED TECHNOLOGY PARK BUILDING NO. 5			3. Date of Earliest Transaction (Month/Day/Year) 03/28/2019	Chief Financial Officer
(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 Form filed by More than One Reporting Person
(City)	(State)	(Zip)

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	6. Ownership Form: Direct (D) or Indirect (I)	7. Nature of Indirect Beneficial Ownership
			Code	V	Amount	(A) or (D)	Price	Reported Transaction(s) (Instr. 3 and 4)	(Instr. 4)	(Instr. 4)
Common Stock	03/28/2019(1)		A		60,000	A	\$0	137,158	D
Common Stock	03/28/2019(2)		A		40,000	A	\$0	177,158	D

Table II – Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of 2. 3. Transaction Derivative Conversion Date Security or Exercise (Month/Day/Year) any (Instr. 3) Price of Derivative Security		3A. Deemed Execution Date, if (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 (s) (Instr. 4)	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

Explanation of Responses:

1. The shares vest as follows: 25% shall vest on the 6 month anniversary of the date of grant and the remaining shares vest in 6 equal installments every 3 months thereafter.

2. The shares vest as follows: 12.5% on the 27 month anniversary of the date of grant and the remaining shares vest in 7 equal installments every 3 months thereafter.

Remarks:

/s/ Chen Franco-Yehuda 03/28/2019

** 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).

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.