Lineage Cell Therapeutics Inc. — Director's Dealing 2024

Feb 11, 2024

SEC Form 4
	FORM 4										Washington, D.C. 20549	UNITED STATES SECURITIES AND EXCHANGE COMMISSION						OMB APPROVAL
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See					STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP										OMB Number: 3235-0287 Estimated average burden hours per response:
	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								0.5
1. Name and Address of Reporting Person* BROADWOOD PARTNERS, L.P.						2. Issuer Name and Ticker or Trading Symbol Lineage Cell Therapeutics, Inc. [ LCTX ]								5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X X Director 10% Owner Officer (give title Other (specify below) below)
(Last) (First) (Middle)					3. Date of Earliest Transaction (Month/Day/Year) 02/06/2024
C/O BROADWOOD CAPITAL INC. 142 WEST 57TH STREET, 11TH FLOOR					4. If Amendment, Date of Original Filed (Month/Day/Year)									6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person
(Street) NEW YORK NY 10019					Form filed by More than One Reporting X Person
(City) (State) (Zip)					Rule 10b5-1(c) Transaction Indication Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)					if any		2A. Deemed Execution Date, (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		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)		7. Nature of Indirect Beneficial Ownership
										Code	V	Amount	(A) or (D)	Price	Reported Transaction(s) (Instr. 3 and 4)				(Instr. 4)
Common Shares				02/06/2024					P		6,730,770	A	\$1.04(2)		41,666,255		D(1)
Common Shares 02/06/2024									P		0	A	\$0		41,666,255			See	Footnote(1)
Common Shares														87,628		D(3)
												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. 3. Transaction 3A. Deemed Conversion Date or Exercise (Month/Day/Year) if any Price of Derivative Security		4. Execution Date, (Month/Day/Year) 8)		Transaction Code (Instr.		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		Expiration Date (Month/Day/Year)		6. Date Exercisable and	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
		1. Name and Address of Reporting Person* BROADWOOD PARTNERS, L.P.
(Last)		(First) C/O BROADWOOD CAPITAL INC. 142 WEST 57TH STREET, 11TH FLOOR		(Middle)
(Street) NEW YORK		NY		10019
(City)		(State)		(Zip)
		1. Name and Address of Reporting Person* BROADWOOD CAPITAL INC
(Last)		(First) 142 WEST 57TH STREET, 11TH FLOOR		(Middle)
(Street)

NEW YORK	NY	10019

(City) (State) (Zip)

1. Name and Address of Reporting Person* BRADSHER NEAL C

(Last)	(First)	(Middle)
C/O BROADWOOD CAPITAL INC.
142 WEST 57TH STREET, 11TH FLOOR
(Street)
NEW YORK	NY	10019
(City)	(State)	(Zip)

Explanation of Responses:

1. The reported securities are directly owned by Broadwood Partners, L.P. ("Broadwood Partners") and may be deemed beneficially owned by Broadwood Capital, Inc. as General Partner of Broadwood Partners and Neal C. Bradsher as President of Broadwood Capital, Inc. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

2. On February 6, 2024, Broadwood Partners entered into a Stock Purchase Agreement with Lineage Cell Therapeutics, Inc. (the "Issuer") pursuant to which Broadwood Partners agreed to acquire 6,730,770 shares of the Issuer's Common Stock, no par value (the "Common Shares"), from the Issuer in its registered direct offering for a total purchase price of \$7,000,000.80, or \$1.04 per Common Share.

3. These securities are owned by Neal C. Bradsher in his personal capacity.

Broadwood Partners, L.P., By: Broadwood Capital, Inc., By: /s/ Neal C. Bradsher, President	02/08/2024
By: Broadwood Capital, Inc., By: /s/ Neal C. Bradsher, President	02/08/2024
/s/ Neal C. Bradsher ** Signature of Reporting Person	02/08/2024 Date

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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).

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