LISATA THERAPEUTICS, INC. — Director's Dealing 2015

Jan 5, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NeoStem, Inc. (NBS)
CIK: 0000320017
Period of Report: 2015-01-05

Reporting Person: Mazzo David J (Director, Chief Executive Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-01-05	Stock Option (right to purchase)	$3.50	A	620000	Acquired	2025-01-04	Common Stock, par value $0.001 per share (620000)	Direct
2015-01-05	Stock Option (right to purchase)	$3.50	A	200000	Acquired	2025-01-04	Common Stock, par value $0.001 per share (200000)	Direct

Footnotes

F1: On January 5, 2015, the commencement date (the "Commencement Date") of his employment with NeoStem, Inc. (the "Company"), the reporting person, David J. Mazzo, Ph.D., was granted an option (the "Initial Option") to purchase 620,000 shares of the Company's common stock, par value $0.001 per share ("Common Stock"), pursuant and subject to the terms and conditions of the Company's Amended and Restated 2009 Equity Compensation Plan (the "2009 Plan"). The Initial Option was vested as to 100,000 shares immediately upon grant with the remainder of the Initial Option shares scheduled to vest subject to Dr. Mazzo's continued employment in a series of sixteen successive quarterly installments (32,500 shares each) over the four years following the Commencement Date.

F2: Additionally, on the Commencement Date, Dr. Mazzo was granted an additional option (the "Additional Option") to purchase 200,000 shares of Common Stock, pursuant and subject to the terms and conditions of the 2009 Plan. The Additional Option provides for vesting based on two individual milestones (100,000 Additional Option shares each) to be mutually established by the Compensation Committee (or the Executive Chairman) and Dr. Mazzo within three months following the Commencement Date subject to Dr. Mazzo's continued employment on each of the applicable 1/16th milestone vesting dates.