Lineage Cell Therapeutics Inc. — Director's Dealing 2021

Jul 1, 2021

FORM 4
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[ ] Check this box if no longer subject to Section 16. Form 4 or continue. See Instruction 1(b).

FORM 4 Washington, D.C. 20549

OMB Number: 3235-0287 Estimated average burden hours per response... 0.5

Form 5 obligations may UNITED STATES SECURITIES AND EXCHANGE COMMISSION STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES OMB APPROVAL

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 *	2. Issuer Name and Ticker or Trading Symbol	5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
ANDREWS DEBORAH J (Last) (First) (Middle)	Lineage Cell Therapeutics, Inc. [ LCTX ] 3. Date of Earliest Transaction (MM/DD/YYYY)	X Director _ 10% Owner Officer (give title below) __ Other (specify below)
C/O LINEAGE CELL THERAPEUTICS, 2173 SALK AVENUE, SUITE 200	6/29/2021
(Street) CARLSBAD, CA 92008 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		(Instr. 3, 4 and 5)	4. Securities Acquired (A) or Disposed of (D)		5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form:	7. Nature of Indirect Beneficial
			Code	V	Amount	(A) or (D)	Price		Direct (D) or Indirect (I) (Instr. 4)	Ownership (Instr. 4)
Common Shares, no par value	6/29/2021		M		24720	A	\$2.2	34720	D
Common Shares, no par value	6/29/2021		S		19142	D	(1) \$2.93	15578	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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	10. Ownership Form of Derivative Security:	11. Nature of Indirect Beneficial Ownership (Instr. 4)
	Security			Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares		Following Reported Transaction(s) (Instr. 4)	Direct (D) or Indirect (I) (Instr. 4)
Stock Option (right to buy)	\$2.2	6/29/2021		M			24720	(2)	6/30/2021	Common Shares	24720	\$0	0	D

Explanation of Responses:

• (1) The price reported is a weighted average. These shares were sold in multiple transactions at a price of \$2.93 or \$2.935. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.
• (2) This option became exercisable in four equal quarterly installments after the date of grant on July 1, 2016

Remarks:

Exhibit 24.1 - Substitute Power of Attorney

Reporting Owners

			Relationships
Reporting Owner Name / Address	Director	10% OwnerOfficerOther
ANDREWS DEBORAH J C/O LINEAGE CELL THERAPEUTICS 2173 SALK AVENUE, SUITE 200 CARLSBAD, CA 92008	X

Signatures

/s/ Grant Harbert, as Attorney-in-Fact 6/30/2021

\\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.

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SUBSTITUTE POWER OF ATTORNEY

Under the terms of a power of attorney dated July 3, 2019 (the "Power of Attorney"), the undersigned, Chase C. Leavitt, was appointed attorney-in-fact for Deborah Andrews (the "Grantor") to (1) prepare, execute in the Grantor's name and on the Grantor's behalf, and submit to the U.S. Securities and Exchange Commission (the "SEC") a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the Grantor to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any rule or regulation of the SEC; (2) execute for and on behalf of the Grantor, in the Grantor's capacity as an officer and/or director of Lineage Cell Therapeutics, Inc. (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Exchange Act and the rules thereunder; (3) do and perform any and all acts for and on behalf of the Grantor which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and (4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney in fact, may be of benefit to, in the best interest of, or legally required by, the Grantor. In accordance with the authority granted under the Power of Attorney, including the full power of substitution, the undersigned hereby appoints each of Daniel W. Collins, Alexandra Hernandez, and Grant Harbert as substitute attorneys-in-fact, on behalf of the Grantor, each with the power to act without any other and with full power of substitution, to exercise and execute all of the powers granted or conferred in the original Power of Attorney. By their signatures as attorneys-in-fact to this Substitute Power of Attorney, Daniel W. Collins, Alexandra Hernandez, and Grant Harbert accept such appointment and agree to assume from the undersigned any and all duties and responsibilities attendant to their capacity as attorneys-in- fact.

Date: May 14, 2021 By: /s/ Chase C. Leavitt Name: Chase C. Leavitt Title: Attorney-in-Fact

SUBSTITUTION AND APPOINTMENT ACCEPTED:

/s/ Daniel W. Collins Daniel W. Collins

/s/ Alexandra Hernandez Alexandra Hernandez

/s/ Grant Harbert Grant Harbert