Lineage Cell Therapeutics Inc. — Director's Dealing 2021

Jun 24, 2021

SEC Form 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See

FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Washington, D.C. 20549

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Instruction 1(b).			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 Lineage Cell Therapeutics, Inc. [ LCTX ]		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
KINGSLEY ALFRED D				X	Director	10% Owner
(Last) C/O LINEAGE CELL THERAPEUTICS	(First)	(Middle)	3. Date of Earliest Transaction (Month/Day/Year) 06/22/2021		Officer (give title below)	Other (specify below)
2173 SALK AVENUE, SUITE 200			4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable
(Street)				Line) X	Form filed by One Reporting Person
CARLSBAD	CA	92008			Form filed by More than One Reporting Person
(City)	(State)	(Zip)

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 Following Reported	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership
			Code V	Amount	(A) or (D)	Price	Transaction(s) (Instr. 3 and 4)		(Instr. 4)
Common Shares, no par value	06/22/2021		M	61,800	A	\$2.2	5,470,245	D
Common Shares, no par value							1,043,346	I	By corporation(1)
Common Shares, no par value							375,351	I	By LP(2)

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) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option (right to buy) \$2.2 06/22/2021 ^M 61,800 (3) 06/30/2021 Common Shares 61,800 \$^{0 0 D}

Explanation of Responses:

1. Held by Greenbelt Corporation, of which Mr. Kingsley is an executive officer, director, and controlling shareholder. Mr. Kingsley disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest.

2. Held by Greenway Partners, LP, of which Mr. Kingsley is the General Partner and has sole voting and dispositive control.

3. 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

/s/ Grant Harbert, as Attorney
in-Fact	06/23/2021

** 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 Alfred D. Kingsley (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