LISATA THERAPEUTICS, INC. — Director's Dealing 2012

Apr 30, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NeoStem, Inc. (NBS)
CIK: 0000320017
Period of Report: 2012-04-26

Reporting Person: Smith Robin L (Director, Chairman of the Board and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-04-30	Common stock, $0.001 par value	A	24872	$0.36	Acquired	1509553	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-04-26	Stock Option (Right to Buy)	$0.36	A	402627	Acquired	2022-04-25	Common stock, par value $0.001 per share (402627)	Direct

Footnotes

F1: On January 31, 2012, the Compensation Committee of the Issuer's Board of Directors approved an arrangement whereby the Reporting Person shall receive, at her option, her net pay for the pay period ending January 31, 2012 through the pay period ending July 31, 2012 through the issuance to her by the Issuer of shares of the Issuer's common stock at the then-market price, under and subject to the terms and conditions of the Issuer's 2009 Equity Compensation Plan (the "Plan").

F2: On April 26, 2012, the Compensation Committee of the Issuer's Board of Directors adopted a program (the "2012 Option Program") whereby each participating officer was issued on April 26, 2012 an option (the "Option") to purchase that number of shares of Common Stock equal to that portion of each Participating Officer's gross salary (the "Participating Salary") for the period May 1, 2012 - July 31, 2012 (the "Election Period") elected by the Participating Officer divided by $.25, the Black-Scholes value of an Option issued under the 2012 Option Program. The Option, the issuance of which is in lieu of payment of the Participating Salary vests at the end of the month in which the Participating Salary to which it relates would have been paid and has a term of ten years despite any termination of employment of the Participating Officer.

F3: The per share exercise price is $.36, the closing price of the Common Stock on the date of the issuance of the Option. The Gross Participating Salary for all Participating Officers is $181,309 and the total number of Options granted under the 2012 Option Program was 725,235. Dr. Smith's Participating Salary for the Election Period is her full salary. The Options were issued under the Plan.