Statement of Changes in Beneficial Ownership (4)
December 30 2021 - 4:21PM
Edgar (US Regulatory)
FORM 4
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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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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
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Hogge Gary S. |
2. Issuer Name and Ticker or Trading Symbol
Lineage Cell Therapeutics, Inc.
[
LCTX
]
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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 |
(Last)
(First)
(Middle)
2173 SALK AVENUE, SUITE 200 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/28/2021 |
(Street)
CARLSBAD, CA 92008
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Shares, no par value | 12/28/2021 | | M | | 185000 | A | $0.6919 | 213445 | D | |
Common Shares, no par value | 12/28/2021 | | M | | 236899 | A | $2.11 | 450344 | D | |
Common Shares, no par value | 12/28/2021 | | M | | 79689 | A | $1.14 | 530033 | D | |
Common Shares, no par value | 12/28/2021 | | S | | 501588 | D | $2.45 (1) | 28445 | D | |
Common Shares, no par value | 12/29/2021 | | M | | 9250 | A | $0.6919 | 37695 | D | |
Common Shares, no par value | 12/29/2021 | | S | | 9250 | D | $2.49 (2) | 28445 | D | |
Common Shares, no par value | 12/29/2021 | | S | | 28445 | D | $2.44 (3) | 0 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 | | | 185000 | (4) | 3/17/2030 | Common Shares | 185000 | $0.00 | 259000 | D | |
Employee Stock Option (right to buy) | $2.11 | 12/28/2021 | | M | | | 236899 | (5) | 2/11/2028 | Common Shares | 236899 | $0.00 | 10301 | D | |
Employee Stock Option (right to buy) | $1.14 | 12/28/2021 | | M | | | 79689 | (6) | 2/12/2029 | Common Shares | 79689 | $0.00 | 32811 | D | |
Employee Stock Option (right to buy) | $0.6919 | 12/29/2021 | | M | | | 9250 | (4) | 3/17/2030 | Common Shares | 9250 | $0.00 | 249750 | 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 |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Hogge Gary S. 2173 SALK AVENUE, SUITE 200 CARLSBAD, CA 92008 |
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| SVP,Clinical & Medical Affairs |
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Signatures
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/s/ Grant Harbert, as Attorney-in Fact | | 12/30/2021 |
**Signature of Reporting Person | Date |
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