Broadwood Partners Form 4 Asterias Biotherapeutics / NEAL C BRADSHER ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

BROADWOOD PARTNERS LP

(Last) (First) (Middle)

C/O BROADWOOD CAPITAL INC.

724 FIFTH AVENUE, 9TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Asterias Biotherapeutics, Inc. [ AST ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
See Remarks Section

3. Date of Earliest Transaction (Month/Day/Year)
05/13/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Series A Common Stock	05/13/2016		P		2,058,823	A	(1)	3,699,848	D(2)
Series A Common Stock	05/13/2016		P		0	A	(1)	3,699,848	I	Footnote(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant to Purchase Series A Common Stock	$4.37	05/13/2016		P		1,029,412		(4)	05/13/2021	Series A Common Stock	1,029,412	(1)	1,029,412	D(2)
Warrant to Purchase Series A Common Stock	$4.37	05/13/2016		P		0		(4)	05/13/2021	Series A Common Stock	0	(1)	1,029,412	I	Footnote(3)
Warrant to Purchase Series A Common Stock	$5							(5)	09/30/2016	Series A Common Stock	328,205		328,205	D(2)
Warrant to Purchase Series A Common Stock	$5							(5)	09/30/2016	Series A Common Stock	0		328,205	I	Footnote(3)

1. Name and Address of Reporting Person^*

BROADWOOD PARTNERS LP

(Last) (First) (Middle)

C/O BROADWOOD CAPITAL INC.

724 FIFTH AVENUE, 9TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BRADSHER NEAL C

(Last) (First) (Middle)

C/O BROADWOOD CAPITAL INC.

724 FIFTH AVENUE, 9TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BROADWOOD CAPITAL INC

(Last) (First) (Middle)

724 FIFTH AVENUE, 9TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

Explanation of Responses:

1. A portion of the reported securities are included within 2,058,823 AST Units purchased by Broadwood Partners, L.P. for $3.40 per AST Unit. Each AST Unit consists of one share of Series A common stock and a half warrant for a total of 2,058,823 common shares and 1,029,412 warrants to purchase 1,029,412 common shares.

2. These securities are owned by Broadwood Partners, L.P., which is a Reporting Person.

3. The reported securities are directly owned by Broadwood Partners, L.P. and may be deemed beneficially owned by Broadwood Capital, Inc. as General Partner of Broadwood Partners, L.P. and Neal C. Bradsher as President of Broadwood Capital, Inc. The Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

4. These warrants are currently exercisable with the underlying common shares issuable 61 days following the delivery of notice of exercise to the Issuer.

5. These warrants are currently exercisable.

Remarks:

Richard LeBuhn, Senior Vice President of Broadwood Capital Inc., is a Director of the Issuer

	Broadwood Partners, L.P., By: Broadwood Capital, Inc., By: /s/ Neal C. Bradsher, President	05/13/2016
	Neal C. Bradsher, /s/ Neal C. Bradsher	05/13/2016
	Broadwood Capital, Inc., By: /s/ Neal C. Bradsher, President,	05/13/2016
	** Signature of Reporting Person	Date
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