LISATA THERAPEUTICS, INC. — Director's Dealing 2014

Jan 3, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NeoStem, Inc. (NBS)
CIK: 0000320017
Period of Report: 2013-12-31

Reporting Person: Pecora Andrew L (Director, Chief Visionary Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-12-31	Common Stock, $0.001 par value	A	3608	$4.845	Acquired	223216	Direct
2014-01-02	Common Stock, $0.001 par value	A	315	$7.77	Acquired	223531	Direct
2014-01-02	Common Stock, $0.001 par value	A	46976	—	Acquired	270507	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-01-02	Stock Option (right to purchase)	$7.77	A	100000	Acquired	2024-01-01	Common Stock, par value $0.001 per share (100000)	Direct

Footnotes

F1: Shares purchased pursuant to NeoStem, Inc.'s 2012 Employee Stock Purchase Plan for the period ended December 31, 2013.

F2: Effective August 15, 2013, the Issuer's Board of Directors approved an arrangement whereby the Reporting Person shall receive a portion of his net salary through the issuance to him by the Issuer of shares of the Issuer's common stock, $.001 par value (the "Common Stock") at the then-market price at the time of issuance, under and subject to the terms and conditions of the Issuers' Amended & Restated 2009 Equity Compensation Plan (the "Plan").

F3: On January 2, 2014 (the "Grant Date"), the Reporting Person was granted an option (the "Option") to purchase shares of the Issuer's common stock (the "Option Shares"), $.001 par value (the "Common Stock"), subject to all of the terms and conditions of the Issuer's 2009 Amended & Restated Equity Compensation Plan (the "Plan"). Also on January 2, 2014, the Reporting Person was granted an award of 46,976 restricted shares of Common Stock (the "Shares"), subject to all of the terms and conditions of the Plan.

F4: The Option and the Shares vest as follows: (i) as to one-sixth of the Option Shares and the Shares on the date of grant, (ii) as to one-sixth of the Option Shares and the Shares on each of the first year, second year and third year anniversaries of the date of grant, (iii) as to one-sixth of the Option Shares and the Shares upon the achievement of a certain specified business milestone; and (iv) as to the remaining one-sixth of the Option Shares and the Shares upon the achievement of an additional certain specified business milestone.