SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* BAILEY DON M (Last) (First) (Middle) C/O BIOTIME, INC. 1010 ATLANTIC AVENUE, SUITE 102 (Street) ALAMEDA CA 94501 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 03/08/2019	3. Issuer Name and Ticker or Trading Symbol BIOTIME INC [ BTX ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares, no par value	62,647(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants	03/08/2019	05/13/2021	Common Shares	31,323(2)	6.15	D

Explanation of Responses:

1. Acquired pursuant to that certain Agreement and Plan of Merger, dated November 7, 2018 (the "Merger Agreement"), by and between the Issuer, Patrick Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Issuer, and Asterias Biotherapeutics, Inc., a Delaware corporation ("Asterias"). Pursuant to the Merger Agreement, each share of Series A common stock of Asterias was converted into the right to receive 0.71 common shares of the Issuer.

2. Represents the number of shares a holder can receive upon exercise of the outstanding warrant, as adjusted in accordance with the provisions of the warrant, in connection with the Merger Agreement.

Remarks:

	/s/Don M. Bailey	03/14/2019
	** 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 5 (b)(v).
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