Lineage Cell Therapeutics Inc. — Director's Dealing 2016

Feb 18, 2016

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FORM 5

[ ] Check this box if no longer

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

[ ] Form 3 Holdings Reported

• Form 4 Transactions Reported

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

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1. Name and Address of Reporting Person [*] 2. Issuer Name and Ticker or Trading Symbol 5. Relationship of Reporting Person(s) to Issuer(Check all applicable)KINGSLEY ALFRED D BIOTIME INC [BTX](Last) (First) (Middle) 3. Statement for Issuer's Fiscal Year Ended __ X __ Director __ X __ 10% Owner(MM/DD/YYYY) __ X __ Officer (give title below) _____ Other (specify below)150 E. 57TH STREET 12/31/2015 See Remarks(Street) 4. If Amendment, Date Original Filed (MM/DD/YYYY) 6. Individual or Joint/Group Filing (Check Applicable Line)NEW YORK, NY 10022 2/16/2016 _ 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 Owned1.Title of Security 2. Trans. Date 2A. Deemed 3. Trans. Code 4. Securities Acquired (A) 5. Amount of Securities Beneficially Owned 6. 7. Nature(Instr. 3) Execution (Instr. 8) or Disposed of (D) Following Reported Transaction(s) Ownership of IndirectDate, if any (Instr. 3, 4 and 5) (Instr. 3 and 4) Form: BeneficialDirect (D) Ownershipor Indirect (Instr. 4)(A) or (I)Amount (D) Price (Instr. 4)Common Shares, no par value 12/1/2015 G 6500 D [(1)] 5931555 [(1) ] (2) DByCommon Shares, no par value 12/1/2015 G 55800 D [(3)] 1451105 [(3)] I GreenbeltCorp.ByCommon Shares, no par value 375351 I GreenwayPartners,LPTable II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)1. Title of Derivate 2. 3. Trans. 3A. Deemed 4. Trans. 5. Number of 6. Date Exercisable and 7. Title and Amount of 8. Price of 9. Number 10. 11. NatureSecurity Conversion Date Execution Code Derivative Securities Expiration Date Securities Underlying Derivative of Ownership of Indirect(Instr. 3) or Exercise Date, if any (Instr. 8) Acquired (A) or (MM/DD/YYYY) Derivative Security Security Derivative Form of BeneficialPrice of Disposed of (D) (Instr. 3 and 4) (Instr. 5) Securities Derivative OwnershipDerivative (Instr. 3, 4 and 5) Beneficially Security: (Instr. 4)Security Owned at Direct (D)Amount or End of or IndirectDate Expiration Title Number of Issuer's (I)Exercisable Date Shares Fiscal Year (Instr. 4)(A) (D) (Instr. 4)Option to PurchaseCommon Shares $5.13 [(4)] 6/30/2016 CommonShares 50000 50000 DOption to PurchaseCommon Shares $4.60 [(5)] 6/30/2017 CommonShares 50000 50000 DOption to PurchaseCommon Shares $4.13 [(6)] 6/30/2018 CommonShares 50000 50000 DOption to PurchaseCommon Shares $3.11 [(7)] 6/30/2019 CommonShares 50000 50000 DOption to PurchaseCommon Shares $3.57 [(8)] 6/30/2020 CommonShares 50000 50000 D----- End of picture text -----

Explanation of Responses:

(

• 1)[During December 2015, Mr. Kingsley gifted 6,500 common shares.]

(

• 2)[Does not include shares that Mr. Kingsley may acquire through the exercise of certain options.]

(

• 3)[During December 2015, Greenbelt Corp. gifted a total of 55,800 common shares to charitable organizations which has been reported separately by Greenbelt.]

(

• 4)[12,500 options became exercisable on September 30, 2011; December 31, 2011; March 31, 2012; and June 30, 2012.]

( 5)[12,500 options became exercisable on September 30, 2012; December 31, 2012; March 31, 2013; and June 30, 2013.]

( 6)[12,500 options became exercisable on September 30, 2013; December 31, 2013; March 31, 2014; and June 30, 2014.]

( 7)[12,500 options became exercisable on September 30, 2014; December 31, 2014; March 31, 2015, and June 30, 2015.]

( 12,500 options became exercisable on September 30, 2015 and December 31, 2015, and the remaining 25,000 options will become exercisable in 2 equal 8) quarterly installments based upon continued service on the board of directors.

Reporting Owners

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----- Start of picture text ----- RelationshipsReporting Owner Name / AddressDirector10% OwnerOfficer OtherKINGSLEY ALFRED D150 E. 57TH STREET X X See RemarksNEW YORK, NY 10022----- End of picture text -----

Signatures /s/Alfred D. Kingsley 2/17/2016

** 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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