Lineage Cell Therapeutics Inc. — Director's Dealing 2017

Jan 11, 2017

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

Form 3 Holdings Reported.

Form 4 Transactions Reported.

FORM 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

OMB APPROVAL OMB Number: 3235-0362 Estimated average burden hours per response: 1.0

ANNUAL 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 KINGSLEY	BIOTIME	INC [ BTX ]	2. Issuer Name and Ticker or Trading Symbol		5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X 10% Owner
(Last) 150 E. 57TH STREET	(First)	(Middle)	12/31/2016		3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)	X	Director Officer (give title below)	See Remarks	Other (specify below)
(Street) NEW YORK (City)	NY (State)	10022 (Zip)			4. If Amendment, Date of Original Filed (Month/Day/Year)	Line)	6. Individual or Joint/Group Filing (Check Applicable 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 at end of	6. Ownership Form: Direct (D) or	7. Nature of Indirect Beneficial Ownership

		(Month/Day/Year)	8)	Amount	(A) or (D)	Price	Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	Direct (D) or Indirect (I) (Instr. 4)	Ownership (Instr. 4)
Common Shares, no par value							5,931,555 (1)	D
Common Shares, no par value	12/01/2016 (2)		G	69,300	D	(2)	1,381,805	I	By Greenbelt Corp.
Common Shares, no par value							375,351	I	By Greenway Partners, LP

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 Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option to Purchase Common Shares	\$4.6						(3)	06/30/2017	Common Shares	50,000		50,000	D
Option to Purchase Common Shares	\$4.13						(4)	06/30/2018	Common Shares	50,000		50,000	D
Option to Purchase Common Shares	\$3.11						(5)	06/30/2019	Common Shares	50,000		50,000	D
Option to Purchase Common Shares	\$3.57						(6)	06/30/2020	Common Shares	50,000		50,000	D
Option to Purchase Common Shares	\$2.72						(6)	06/30/2021	Common Shares	50,000		50,000	D

Explanation of Responses:

1. Does not include shares that Mr. Kingsley may acquire through the exercise of certain options.

2. During December 2016, Greenbelt Corp. gifted a total of 69,300 common shares to certain charitable organizations.

3. 12,500 options became exercisable on September 30, 2012; December 31, 2012; March 31, 2013; and June 30, 2013.

4. 12,500 options became exercisable on September 30, 2013; December 31, 2013; March 31, 2014; and June 30, 2014.

5. 12,500 options became exercisable on September 30, 2014; December 31, 2014; March 31, 2015, and June 30, 2015.

6. 12,500 options became exercisable on September 30, 2016 and December 31, 2016, and the remaining 25,000 options will become exercisable in 2 equal quarterly installments based upon continued service on the board of directors.

Remarks:

Mr. Kingsley is Executive Chairman of certain BioTime subsidiaries.

/s/ Alfred D. Kingsley 01/05/2017

** Signature of Reporting Person Date

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