Lineage Cell Therapeutics Inc. — Director's Dealing 2021

Jul 1, 2021

ORM F 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)
Culley Brian M	Lineage Cell Therapeutics, Inc. [ LCTX ]
(Last) (First) (Middle)	3. Date of Earliest Transaction (MM/DD/YYYY)	X Director _____ 10% Owner
		X Officer (give title below) _____ Other (specify below)
2173 SALK AVENUE, SUITE 200	6/28/2021	President and CEO
(Street)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line)

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)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price		(I) (Instr. 4)
Common Shares, no par value	6/28/2021		M		300000	A	\$0.6919	(1) 495709	D
Common Shares, no par value	6/28/2021		(2) S		450000	D	(3) \$2.87	(1) 45709	D
Common Shares, no par value	6/30/2021		M		(4) 15450	A	\$2.85	(1) 61159	D
Common Shares, no par value	6/30/2021		F		(5) 5343	D	\$2.85	(1) 55816	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)
Employee Stock Option (right to buy)	\$0.6919	6/28/2021		M			300000	(6)	3/17/2030	Common Shares	300000	\$0	933300	D
Restricted Stock Units	\$0.00	6/30/2021		M			15450	(7)	(7)	Common Shares	15450	\$0	61800	D

Explanation of Responses:

• (1) Does not include restricted stock units ("RSUs") that may be settled in shares of the issuer's common stock that have not vested as of the date of this report or shares that may be acquired upon the exercise of stock options outstanding as of the date of this report.
• (2) Shares sold pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 18, 2020.
• (3) The price reported is a weighted average. These shares were sold in multiple transactions at prices ranging from not less than \$2.81 to not more than \$2.93. 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.
• (4) Shares earned by the reporting person as a result of the vesting of a portion of RSUs granted to the reporting person on September 17, 2018. RSUs convert into common shares on a one-for-one basis.
• (5) Shares withheld by the issuer to satisfy statutory tax withholding requirements on the vesting of 15,450 RSUs in a transaction exempt under Rule 16(b)-3. No shares were sold in connection with this transaction.
• (6) The reporting person was granted options on March 17, 2020, with an exercise price of \$0.6919 per share to purchase up to 1,233,300 shares. One quarter of the options vested and became exercisable on March 17, 2021, the first anniversary of the grant date, and the balance vest in 36 monthly installments thereafter upon completion of each month of the reporting person's continuous employment.
• (7) The reporting person was granted RSUs on September 17, 2018, that vested with respect to 25% of the shares subject to the award on September 17, 2019, and the balance vest in 12 equal quarterly installments at the end of each quarter thereafter.

Reporting Owners

Reporting Owner Name / Address			Relationships
	Director	10% OwnerOfficer		Other
Culley Brian M
2173 SALK AVENUE, SUITE 200	X		President and CEO
CARLSBAD, CA 92008

Signatures

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).

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