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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Hogge Gary S. (Last) (First) (Middle) 2173 SALK AVENUE, SUITE 200 (Street) CARLSBAD CA 92008 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Lineage Cell Therapeutics, Inc. [ LCTX ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) SVP,Clinical & Medical Affairs
	3. Date of Earliest Transaction (Month/Day/Year) 12/28/2021
	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 Shares, no par value	12/28/2021		M		185,000	A	$0.6919	213,445	D
Common Shares, no par value	12/28/2021		M		236,899	A	$2.11	450,344	D
Common Shares, no par value	12/28/2021		M		79,689	A	$1.14	530,033	D
Common Shares, no par value	12/28/2021		S		501,588	D	$2.45(1)	28,445	D
Common Shares, no par value	12/29/2021		M		9,250	A	$0.6919	37,695	D
Common Shares, no par value	12/29/2021		S		9,250	D	$2.49(2)	28,445	D
Common Shares, no par value	12/29/2021		S		28,445	D	$2.44(3)	0	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
Employee Stock Option (right to buy)	$0.6919	12/28/2021		M			185,000	(4)	03/17/2030	Common Shares	185,000	$0.00	259,000	D
Employee Stock Option (right to buy)	$2.11	12/28/2021		M			236,899	(5)	02/11/2028	Common Shares	236,899	$0.00	10,301	D
Employee Stock Option (right to buy)	$1.14	12/28/2021		M			79,689	(6)	02/12/2029	Common Shares	79,689	$0.00	32,811	D
Employee Stock Option (right to buy)	$0.6919	12/29/2021		M			9,250	(4)	03/17/2030	Common Shares	9,250	$0.00	249,750	D

Explanation of Responses:

1. The price reported is a weighted average. These shares were sold in multiple transactions at prices ranging from $2.40 to not more than $2.53. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

2. The 9,250 shares sold on 12/29/21, were all sold at a transaction price of $2.49.

3. The price reported is a weighted average. These shares were sold in multiple transactions at prices ranging from $2.42 to not more than $2.52. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

4. The reporting person was granted options on March 17, 2020, with an exercise price of $0.6919 per share to purchase up to 444,000 common shares of the issuer. One quarter of the options vested and became exercisable on March 17, 2021, the first anniversary of the grant date, and the balance vests in 36 monthly installments thereafter upon completion of each month of the reporting person's continuous employment with the issuer.

5. The reporting person was granted options on February 11, 2018, with an exercise price of $2.11 per share to purchase up to 247,200 common shares of the issuer. One quarter of the options vested and became exercisable on February 11, 2019, the first anniversary of the grant date, and the balance vests in 36 monthly installments thereafter upon completion of each month of the reporting person's continuous employment with the issuer.

6. The reporting person was granted options on February 12, 2019, with an exercise price of $1.14 per share to purchase up to 112,500 common shares of the issuer. One quarter of the options vested and became exercisable on February 12, 2020, the first anniversary of the grant date, and the balance vests in 36 monthly installments thereafter upon completion of each month of the reporting person's continuous employment with the issuer.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Grant Harbert, as Attorney-in Fact	12/30/2021
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

 

Exhibit 24