Lineage Cell Therapeutics Inc. — Director's Dealing 2021

Apr 4, 2021

FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). 1. Name and Address of Reporting Person*

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*			2. Issuer Name and Ticker or Trading Symbol Lineage Cell Therapeutics, Inc. [ LCTX ]			5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
Hernandez Alexandra								Director Officer (give title		10% Owner Other (specify
(Last)	(First)	(Middle)		3. Date of Earliest Transaction (Month/Day/Year)			X	below)	below)
	2173 SALK AVENUE, SUITE 200			03/15/2021				Sr Director Finance/Controller
(Street)				4. If Amendment, Date of Original Filed (Month/Day/Year)			6. Individual or Joint/Group Filing (Check Applicable Line)
CARLSBAD	CA	92008					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 Owned
2. Transaction 1. Title of Security (Instr. 3)				2A. Deemed	3.	4. Securities Acquired (A) or		5. Amount of	6. Ownership	7. Nature of

	Date (Month/Day/Year)	Execution Date, Transaction Disposed Of (D) (Instr. 3, 4 and 5) if any Code (Instr. (Month/Day/Year) 8)			Securities Beneficially Owned Following	Form: Direct (D) or Indirect (I) (Instr. 4)	Indirect Beneficial Ownership
			Code V	Amount	(A) or (D)	Reported Transaction(s) Price (Instr. 3 and 4)			(Instr. 4)
Common Shares, no par value	03/30/2021		M	6,000	A	\$0.6919	6,000	D
Common Shares, no par value	03/30/2021		S	6,000	D	\$2.23	0	D

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. Code (Instr. 8)	Transaction	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	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		Transaction(s) (Instr. 4)
Employee Stock Option (Right to Buy)	\$2.43	03/15/2021		A		42,700		(1)	03/15/2031 Common	Shares	42,700	\$0.00	42,700	D
Employee Stock Option (Right to Buy)	\$0.6919	03/30/2021		M			6,000	(2)	03/17/2030 Common	Shares	6,000	\$0.00	39,200	D

Explanation of Responses:

1. One quarter of the options vest on March 15, 2022 and the balance vest in 36 monthly installments thereafter upon the completion of each month of continuous employment.

2. One quarter of the options vested on March 17, 2021 and the balance vest in 36 monthly installments thereafter upon the completion of each month of continuous employment.

Remarks:

Exhibit 24 - Power of Attorney

** 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).

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LIMITED POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints each of Brian Culley and Grant Harbert, or either of them signing singly, and with full power of substitution, the undersigned's true and lawful attorney in fact to:

(1) prepare, execute in the undersigned's name and on the undersigned'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 undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC;

(2) execute for and on behalf of the undersigned, in the undersigned'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 Securities Exchange Act of 1934 and the rules thereunder;

(3) do and perform any and all acts for and on behalf of the undersigned 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 undersigned, it being understood that the documents executed by such attorney in fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney in fact may approve in such attorney in fact's discretion.

The undersigned hereby grants to each such attorney in fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney in fact, or such attorney in fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys in fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys in fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 1 st day of April, 2021.

Signature: /s/ Alexandra Hernandez

Print Name: Alexandra Hernandez