Lineage Cell Therapeutics : FORM 4- STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP-Samuel George A. III

SEC Form 4

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
	OMB APPROVAL
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
	OMB Number:	3235-0287
		Estimated average burden
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934		hours per response:	0.5

or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person*

Samuel George A. III

	(Last)	(First)	(Middle)
	2173 SALK AVENUE, SUITE 200
(Street)
	CARLSBAD	CA	92008
	(City)	(State)	(Zip)

2.	Issuer Name and Ticker or Trading Symbol	5.	Relationship of Reporting Person(s) to Issuer
Lineage Cell Therapeutics, Inc.[ LCTX ]	(Check all applicable)
				Director	10% Owner
			X	Officer (give title	Other (specify
3.	Date of Earliest Transaction (Month/Day/Year)
	below)	below)
03/07/2024			General Counsel/Secretary
4.	If Amendment, Date of Original Filed (Month/Day/Year)	6.	Individual or Joint/Group Filing (Check Applicable

Line)

X Form filed by One Reporting Person

Form filed by More than One Reporting

Person

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security (Instr. 3)	2. Transaction	2A. Deemed	3.	4. Securities Acquired (A) or	5. Amount of	6. Ownership	7. Nature of
	Date	Execution Date,	Transaction	Disposed Of (D) (Instr. 3, 4 and 5)	Securities	Form: Direct	Indirect
	(Month/Day/Year)	if any	Code (Instr.				Beneficially	(D) or Indirect	Beneficial
		(Month/Day/Year)	8)				Owned Following	(I) (Instr. 4)	Ownership
							Reported		(Instr. 4)
			Code V	Amount	(A) or	Price	Transaction(s)
			(D)	(Instr. 3 and 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned

(e.g., puts, calls, warrants, options, convertible securities)

1. Title of

2.

3. Transaction

3A. Deemed

4.

5. Number of

6. Date Exercisable and

7. Title and Amount

8. Price of

9. Number of

10.

11. Nature

Derivative

Conversion

Date

Execution Date,

Transaction

Derivative

Expiration Date

of Securities

Derivative

derivative

Ownership

of Indirect

Security

or Exercise

(Month/Day/Year)

if any

Code (Instr.

Securities

(Month/Day/Year)

Underlying

Security

Securities

Form:

Beneficial

(Instr. 3)

Price of

(Month/Day/Year)

8)

Acquired (A)

Derivative Security

(Instr. 5)

Beneficially

Direct (D)

Ownership

Derivative

or Disposed

(Instr. 3 and 4)

Owned

or Indirect

(Instr. 4)

Security

of (D) (Instr.

Following

(I) (Instr. 4)

3, 4 and 5)

Reported

Transaction(s)

Amount

(Instr. 4)

or

Date

Expiration

Number

Code V

(A)

(D)

Exercisable

Date

Title

of Shares

Employee

Stock

(1)

Common

650,000

Option

$1.13

03/07/2024

A

650,000

03/07/2034

$0.00

650,000

D

(Right to

Shares

Buy)

Explanation of Responses:

1. One quarter of the options shall vest on March 7, 2025, and the balance shall vest in 36 monthly installments thereafter upon the completion of each month of continuous employment.

/s/ George A. Samuel III		03/08/2024
** Signature of Reporting Person	Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 4 (b)(v).

• Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
  Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.