LISATA THERAPEUTICS, INC. — Director's Dealing 2011

Oct 27, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NeoStem, Inc. (NBS)
CIK: 0000320017
Period of Report: 2011-10-17

Reporting Person: Preti Robert A (See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-10-17	Common Stock, par value $0.001 per share	J	15364	$1.466	Acquired	1807244	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-10-17	Common Stock Warrants (right to buy)	$1.466	J	4946	Acquired	2018-10-16	Common Stock, par value $0.001 per share (4946)	Direct

Footnotes

F1: Represents, as a result of his former equity ownership in Amorcyte, Inc. ("Amorcyte"), the reporting person's portion of the shares of common stock (the "Base Stock Consideration"), par value $0.001 per share, of NeoStem, Inc. (the "Issuer"), issued in connection with the merger (the "Amorcyte Merger") of Amo Acquisition Company I, Inc., a newly-formed wholly-owned subsidiary of the Issuer ("Subco"), with and into Amorcyte, with Amorcyte surviving as a wholly-owned subsidiary of the Issuer, in accordance with the terms of the Agreement and Plan of Merger, dated as of July 13, 2011 (the "Amorcyte Merger Agreement"), among the Issuer, Amorcyte, Subco and Amo Acquisition Company II, LLC. The Amorcyte Merger closed on October 17, 2011. The Base Stock Consideration is currently being held in escrow pending post-closing adjustments, including in connection with any indemnification claims of the Issuer.

F2: Pursuant to the Amorcyte Merger Agreement, the Base Stock Consideration was valued at $1.466 per share, the average of the closing prices of the Issuer's common stock for the 10 trading days immediately preceding the execution thereof.

F3: Represents, as a result of his former equity ownership in Amorcyte, the reporting person's portion of the warrants to purchase shares of the Issuer's common stock (the "Series AMO Warrants"), issued in connection with the Amorcyte Merger.

F4: Pursuant to the Amorcyte Merger Agreement, each Series AMO Warrant was valued at $1.063.

F5: The Amorcyte Merger Agreement additionally provides that the former equityholders of Amorcyte (of which the reporting person is one) have the right to receive additional shares of Issuer common stock (the "Contingent Shares"), which will be issued only if certain business milestones specified in the Amorcyte Merger Agreement are accomplished. The reporting person's interest in any Contingent Shares that may become issuable following the Closing Date became fixed and irrevocable on October 17, 2011, the Closing Date of the Amorcyte Merger.