Sec Form 4 Filing - Hogge Gary S. @ Lineage Cell Therapeutics, Inc. - 2021-12-28

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 Hogge Gary S. 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 (Last) (First) (Middle) 2173 SALK AVENUE, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 12/28/2021 (Street) CARLSBAD, CA92008 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 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

Tab le 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 Employee Stock Option (right to buy) $ 0.6919 12/28/2021 M 185,000 ( 4 ) 03/17/2030 Common Shares 185,000 $ 0 259,000 D Employee Stock Option (right to buy) $ 2.11 12/28/2021 M 236,899 ( 5 ) 02/11/2028 Common Shares 236,899 $ 0 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 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 $ 0 249,750 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Hogge Gary S. 2173 SALK AVENUE, SUITE 200 CARLSBAD, CA92008 SVP,Clinical & Medical Affairs Signatures /s/ Grant Harbert, as Attorney-in Fact 12/30/2021 Signature of Reporting Person Date

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

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