Sec Form 4 Filing - Wirth Edward @ Asterias Biotherapeutics, Inc. - 2019-03-01

FORM 4 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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Wirth Edward 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 (Last) (First) (Middle) 6300 DUMBARTON CIRCLE 3. Date of Earliest Transaction (MM/DD/YY) 03/01/2019 (Street) FREMONT, CA94555 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Wirth Edward 6300 DUMBARTON CIRCLE FREMONT, CA94555 Chief Medical Officer Signatures /s/ Edward Wirth 03/05/2019 Signature of Reporting Person Date

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.

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