Asterias Biotherapeutics Form 4 Asterias Biotherapeutics / Edward Wirth 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^*

Wirth Edward

(Last) (First) (Middle)

6300 DUMBARTON CIRCLE

(Street)

FREMONT CA 94555

(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
X	Officer (give title below)	Other (specify below)
Chief Medical Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2019

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	03/01/2019		A(1)		156,452	A	$0	316,020	D
Common Stock	03/01/2019		F(2)		48,826	D	$0.95	267,194	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
Stock Options	$1.95							(3)	03/14/2028	Common Stock	150,000		150,000	D
Stock Options	$2.34							(4)	03/09/2020	Common Stock	192,500		192,500	D
Stock Options	$3.9							(5)	02/12/2025	Common Stock	50,000		50,000	D
Stock Options	$3.64							(6)	02/25/2026	Common Stock	120,000		120,000	D

Explanation of Responses:

1. The shares reported herein were awarded to the Reporting Person by the Issuer's Board of Directors upon recommendation by the Compensation Committee, in connection with the Company's 2018 bonus payment to the Reporting Person, in lieu of cash payment to the Reporting Person.

2. Shares withheld for tax purposes exempt under Rule 16(b)-3 in connection with the grant of shares reported herein.

3. Subject to Mr. Wirth's continued employment with the Company, 25% of the granted stock options vest on the first anniversary of the grant date, and the remaining 75% of the stock options in equal monthly installments over 36 months commencing after the first anniversary of the grant date. The grant date of these options was March 14, 2018. The stock options are exercisable upon vesting.

4. Subject to Mr. Wirth's continued employment with the Company, 25% of the granted stock options vest on the first anniversary of the grant date, and the remaining 75% of the stock options in equal monthly installments over 36 months commencing after the first anniversary of the grant date. The grant date of these options was March 10, 2013. The stock options are exercisable upon vesting.

5. Subject to Mr. Wirth's continued employment with the Company, 25% of the granted stock options vest on the first anniversary of the grant date, and the remaining 75% of the stock options in equal monthly installments over 36 months commencing after the first anniversary of the grant date. The grant date of these options was February 26, 2015. The stock options are exercisable upon vesting.

6. Subject to Mr. Wirth's continued employment with the Company, 25% of the granted stock options vest on the first anniversary of the grant date, and the remaining 75% of the stock options in equal monthly installments over 36 months commencing after the first anniversary of the grant date. The grant date of these options was February 26, 2016. The stock options are exercisable upon vesting.

	/s/ Edward Wirth	03/05/2019
	** Signature of Reporting Person	Date
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