Pluri Inc.

Director's Dealing • Dec 21, 2018

(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

FORM 4	UNITED STATES SECURITIES AND EXCHANGE		OMB APPROVAL
	COMMISSION Washington, D.C. 20549	OMB Number: Estimated average	3235-0287
Check this box if no longer subject to Section 16. Form 4		burden hours per response	0.5

1. Name and Address of Reporting Person* ROSMAN NACHUM 0001415890			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			3. Date of Earliest Transaction (Month/Day/Year) 12/19/2018		Officer (give title below)	Other (specify below)
(Street) HAIFA L3 3508409 (City) (State) (Zip)			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 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	6. Ownership Form: Direct (D) or	7. Nature of Indirect Beneficial Ownership
			Code	V	Amount	(A) or (D)	Price	Following Reported Transaction(s) (Instr. 3 and 4)	Indirect (I) (Instr. 4)	(Instr. 4)
Common Stock	12/19/2018(1)		A		63,375	A	\$0	583,839	I	By Simba Ltd.
Common Stock	12/19/2018(2)		A		49,875	A	\$0	633,714	I	By Simba Ltd.

Table II – Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of 2. Derivative Conversion Security or Exercise (Instr. 3) Price of Derivative Security		3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8) 4		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 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/ Nachum Rosman 12/20/2018

** 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.