LISATA THERAPEUTICS, INC. — Director's Dealing 2015

Jan 21, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NeoStem, Inc. (NBS)
CIK: 0000320017
Period of Report: 2015-01-16

Reporting Person: VATERS ROBERT S (President & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-01-16	Common Stock, par value $0.001 per share	A	137028	—	Acquired	137028	Direct
2015-01-16	Common Stock, par value $0.001 per share	F	61663	$3.48	Disposed	75365	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-01-16	Stock Option (right to purchase)	$3.50	D	80000	Disposed	2025-01-04	Common Stock, par value $0.001 per share (80000)	Direct
2015-01-16	Stock Option (right to purchase)	$3.50	D	120000	Disposed	2025-01-04	Common Stock, par value $0.001 per share (120000)	Direct

Footnotes

F1: On January 16, 2015, the reporting person, Robert S. Vaters, entered into an amendment to his employment agreement (the "Amendment") with NeoStem, Inc. (the "Company). Pursuant to the terms of the Amendment, the award consists of (i) a grant of 54,811 shares of the Company's common stock, par value $0.001 per share (the "Common Stock") and (ii) a grant of 82,217 restricted shares of Common Stock subject to vesting upon the achievement of two performance milestones. The awards of Common Stock and restricted Common Stock were made pursuant and subject to the terms and conditions of the Company's Amended and Restated 2009 Equity Compensation Plan (the "2009 Plan").

F2: On January 5, 2015, the commencement date of his employment, Mr. Vaters had been granted an option to purchase 480,000 shares of Common Stock (the "Initial Option") and an additional option (the "Additional Option") to purchase 120,000 shares of Common Stock, both pursuant and subject to the terms and conditions of the 2009 Plan. The Amendment reduced the Initial Option to an option to purchase 400,000 shares of Common Stock and rescinded the entire Additional Option. The awards described in footnote 1 have Black-Scholes values equal to the value of the rescinded portion of the Initial Option and the rescinded Additional Option, respectively.

F3: The Initial Option was vested as to 80,000 shares immediately upon grant with the remainder of the Initial Option shares scheduled to vest subject to Mr. Vaters' continued employment in a series of sixteen successive quarterly installments (20,000 shares each) over the four years following the Commencement Date.

F4: The Additional Option had provided for vesting based on the achievement of two performance milestones (60,000 Additional Option shares each) subject to Mr. Vaters' continued employment on each of the applicable 1/16th milestone vesting dates.