Sec Form 4 Filing - NORDHOFF HENRY L @ Asterias Biotherapeutics, Inc. - 2014-04-01

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 NORDHOFF HENRY L 2. Issuer Name and Ticker or Trading Symbol Asterias Biotherapeutics, Inc. [ NONE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1301 HARBOR BAY PARKWAY 3. Date of Earliest Transaction (MM/DD/YY) 04/01/2014 (Street) ALAMEDA, CA94502 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

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 Option to Purchase Series B Common Stock ( 1 ) ( 2 ) 04/01/2014 J 20,000 ( 3 ) 03/31/2019 Series B Common Stock ( 1 ) 20,000 $ 0 20,000 D Option to Purchase Series B Common Stock ( 1 ) $ 2.34 ( 4 ) 10/27/2018 Series B Common Stock ( 1 ) 20,000 20,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other NORDHOFF HENRY L 1301 HARBOR BAY PARKWAY ALAMEDA, CA94502 X Signatures /s/Henry L. Nordhoff 04/03/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Options pertain to the purchase of Series B common stock. The Series B common stock may be converted into Series A common stock by the company upon the occurrence of certain events, and the options will become exercisable for the purchase of Series A common stock when outstanding Series B common stock is converted into Series A common stock. ( 2 )The exercise price of the options granted to Mr. Nordhoff has not yet been determined, and will be the fair market value per share of Asterias Series B common stock (or Series A common stock if the Series B common stock is converted into Series A common stock) as of the date of grant, as determined by the company's board of directors. ( 3 )Will become exercisable in four equal quarterly installments after the date of grant on April 1, 2014 based upon continued service on the board of directors. ( 4 )Will become exercisable in four equal quarterly installments after the date of grant based upon continued service on the board of directors.

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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