Lehmann William JR Form 4 ATHERSYS, INC / NEW / William Lehmann JR 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^*

Lehmann William JR

(Last) (First) (Middle)

3201 CARNEGIE AVENUE

(Street)

CLEVELAND OH 44115-2634

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ATHERSYS, INC / NEW [ ATHX ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President and COO

3. Date of Earliest Transaction (Month/Day/Year)
06/15/2018

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

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
Common Stock	06/15/2018		F		7,889(1)	D	$2.32	460,084	D
Common Stock	06/18/2018		A		96,600(2)	A	$0.00	556,684	D
Common Stock	06/19/2018		S		14,000(3)	D	$2.2482(4)	542,684	D
Common Stock	06/19/2018		S		16,000(5)	D	$2.2441(4)	526,684(6)	D

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
Incentive Stock Option (right to purchase)	$2.31	06/18/2018		A		230,004		(7)	06/18/2028	Common Stock	230,004	$0.00	230,004	D

Explanation of Responses:

1. Shares withheld from the quarterly vesting of annual restricted stock unit awards related to the minimum tax withholding obligation.

2. Award of annual restricted stock units, each of which represents a contingent right to receive one share of Athersys, Inc. common stock after vesting. The restricted stock units vest ratably on a quarterly basis over a three-year period.

3. Shares sold pursuant to a predefined Rule 10b5-1 trading plan for tax and planning purposes.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.22 to $2.275, inclusive.

5. Shares sold for tax and financial planning purposes.

6. Securities beneficially owned are comprised of: (1) 223,504 shares of common stock owned and (2) unvested restricted stock units aggregating 303,180 related to annual awards, which vest quarterly over a three or four-year period from grant date.

7. Award of an annual stock option. The option vests ratably on a quarterly basis over a three-year period.

Remarks:

	/s/ Laura K. Campbell, as attorney-in-fact for William O. Lehmann	06/19/2018
	** 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).
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