LISATA THERAPEUTICS, INC. — Director's Dealing 2012

Jul 3, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NeoStem, Inc. (NBS)
CIK: 0000320017
Period of Report: 2012-06-29

Reporting Person: BERNSTEIN DREW (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-06-29	Stock Option (Right to Buy)	$0.49	A	18685	Acquired	2022-06-28	Common stock, par value $0.001 per share (18685)	Direct

Footnotes

F1: On May 7, 2012, at a meeting of a committee of the Issuer's Board of Directors, the directors approved an arrangement whereby each of the Issuer's independent directors would receive, at such director's election, either (i) that number of shares of the Issuer's common stock, par value $0.001 per share (the "Common Stock") equal to the full amount of such director's cash fee for the quarterly period ended June 30, 2012, divided by $0.49, the closing price of the Common Stock on the date of issuance (the "Stock Award"); or (ii) an option to purchase that number of shares of Common Stock equal to the full amount of such independent director's cash fee for the quarterly period ended June 30, 2012, divided by $0.40, the Black-Scholes value of such option on the date of grant, vesting fully on the date of grant (the "Option Grant") in lieu of the quarterly cash fee.

F2: The quarterly cash fee for each of the Issuer's independent directors is $7,500. The Stock Award and the Option Grant were each issued under and subject to the terms and conditions of the Issuer's 2009 Equity Compensation Plan.