LISATA THERAPEUTICS, INC. — Director's Dealing 2011

Jan 21, 2011

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: NeoStem, Inc. (NBS)
CIK: 0000320017
Period of Report: 2011-01-19

Reporting Person: Pecora Andrew L (See Remarks)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.001 per share	1844527	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Common Stock Warrants (right to buy)	$7.00	2018-01-18	Common Stock, par value $0.001 per share (174010)		Direct
Common Stock Warrants (right to buy)	$3.00	2018-01-18	Common Stock, par value $0.001 per share (174010)		Direct
Common Stock Warrants (right to buy)	$5.00	2018-01-18	Common Stock, par value $0.001 per share (174010)		Direct

Footnotes

F1: Represents Dr. Pecora's percentage of the 10,600,000 shares (the "Stock Consideration") of common stock, par value $0.001 per
share, of NeoStem, Inc. (the "Company"), issued in connection with the merger (the "Merger") of NBS Acquisition Company LLC
("Subco"), a newly formed wholly-owned subsidiary of the Company, with and into Progenitor Cell Therapy, LLC ("PCT"), with
PCT as the surviving entity, in accordance with the terms of the Agreement and Plan of Merger, dated September 23, 2010,
among the Company, PCT and Subco (the "Merger Agreement"). Dr. Pecora's percentage of the Stock Consideration (together
with Dr. Pecora's percentage of the 3,000,000 warrants issued in connection with the Merger) was received in exchange for
Dr. Pecora's membership interest in PCT. The Merger closed on January 19, 2011 (the "Closing Date"). The Stock
Consideration is currently being held in escrow pursuant to an escrow agreement to satisfy any indemnification claims of the
Company.

F2: These common stock purchase warrants, exercisable at $7.00 per share, will vest and become exercisable only if a specified
business milestone described in the Merger Agreement is accomplished within three years of the Closing Date.

F3: Represents Dr. Pecora's percentage of the 1,000,000 common stock purchase warrants of this type issued in connection with the
Merger. In connection with the Merger, warrants covering an aggregate of 3,000,000 shares of the Company's common stock
were issued, consisting of (i) 1,000,000 warrants exercisable at $7.00 per share, (ii) 1,000,000 warrants exercisable at
$3.00 per share and (iii) 1,000,000 warrants exercisable at $5.00 per share.