Hansen Maia Form 4 ATHERSYS, INC / NEW / Maia Hansen 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^*

Hansen Maia

(Last) (First) (Middle)

3201 CARNEGIE AVE

(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)
Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/19/2022

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	09/19/2022		F		12(1)	D	$1.61	7,626(2)	D
Common Stock								10(3)	I	By son

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 Option (right to purchase)(4)	$7							(5)	06/17/2032	Common Stock	2,000		2,000	D
Stock Option (right to purchase)(4)	$54.25							(6)	03/01/2031	Common Stock	4,000		4,000	D
Stock Option (right to purchase)(4)	$40.75							(7)	06/11/2031	Common Stock	7,920		7,920	D
Stock Option (right to purchase)(4)	$29.5							(7)	03/16/2030	Common Stock	16,000		16,000	D

Explanation of Responses:

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

2. On August 26, 2022, the Issuer effected a 1-for-25 reverse stock split of its Common Stock (the "Reverse Stock Split"), resulting in a decrease in the Reporting Person's ownership by 183,320 shares.

3. The Reverse Stock Split resulted in a decrease in the Reporting Person's ownership by 253 shares.

4. This option has been adjusted to reflect the Reverse Stock Split (in prior reports, this option was previously reported as covering a number of shares equal to this reported amount times 25 (and at an exercise price equal to this reported exercise price divided by 25)).

5. Award will vest 50% on July 1, 2023, and the remaining 50% will vest on July 1, 2024.

6. Award of an employee stock option in connection with a retention agreement. The option vests one-third on May 1, 2022 and two-thirds on May 1, 2023, subject to employee's continued service through the vesting date. Vesting would be accelerated upon a termination of employee's employment without cause.

7. One-fourth of the option vests on the one-year anniversary date of the grant and the remainder vests in equal quarterly installments over the following three years.

Remarks:

	/s/ Barb Cameron, as attorney-in-fact for Maia Hansen	09/21/2022
	** 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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