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: Pecora Andrew L (Director, Chief Medical Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-04-26	Common stock, $0.001 par value	A	7536	$0.36	Acquired	2021518	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	140000	Acquired	2022-04-25	Common Stock (140000)	Direct

Footnotes

F1: Effective April 11, 2012, the Issuer and the Reporting Person entered into an amendment (the "Amendment") to the Reporting Person's employment agreement dated September 23, 2010, as amended. Pursuant to the terms of the Amendment, the Reporting Person agreed to receive the amount of his net salary commencing with the pay period ending April 7, 2012, through the issuance to him by the Issuer of shares of the Issuer's common stock at the then-market price at the time of issuance for the applicable payroll date, under and subject to the terms and conditions of the Issuer's 2009 Equity Compensation Plan. The Reporting Person's participation in the 2012 Option Program has superseded this election.

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. Pecora's Participating Salary for the Election Period is his full salary. The Options were issued under the Company's 2009 Plan.