Broadwood Capital Form 4 Lineage Cell Therapeutics / NEAL C BRADSHER ownership change

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

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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).

1. Name and Address of Reporting Person^*

BROADWOOD PARTNERS, L.P.

(Last)

(First)

(Middle)

C/O BROADWOOD CAPITAL INC.

142 WEST 57TH STREET, 11TH FLOOR

(Street)

NEW YORK

10019

(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)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/06/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	02/06/2024		P		6,730,770	A	$1.04⁽²⁾	41,666,255	D⁽¹⁾
Common Shares	02/06/2024		P		0	A	$0	41,666,255	I	See Footnote⁽¹⁾
Common Shares								87,628	D⁽³⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

BROADWOOD PARTNERS, L.P.

(Last)

(First)

(Middle)

C/O BROADWOOD CAPITAL INC.

142 WEST 57TH STREET, 11TH FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BROADWOOD CAPITAL INC

(Last)

(First)

(Middle)

142 WEST 57TH STREET, 11TH FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BRADSHER NEAL C

(Last)

(First)

(Middle)

C/O BROADWOOD CAPITAL INC.

142 WEST 57TH STREET, 11TH FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

Explanation of Responses:

1. The reported securities are directly owned by Broadwood Partners, L.P. ("Broadwood Partners") and may be deemed beneficially owned by Broadwood Capital, Inc. as General Partner of Broadwood Partners and Neal C. Bradsher as President of Broadwood Capital, Inc. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

2. On February 6, 2024, Broadwood Partners entered into a Stock Purchase Agreement with Lineage Cell Therapeutics, Inc. (the "Issuer") pursuant to which Broadwood Partners agreed to acquire 6,730,770 shares of the Issuer's Common Stock, no par value (the "Common Shares"), from the Issuer in its registered direct offering for a total purchase price of $7,000,000.80, or $1.04 per Common Share.

3. These securities are owned by Neal C. Bradsher in his personal capacity.

	Broadwood Partners, L.P., By: Broadwood Capital, Inc., By: /s/ Neal C. Bradsher, President	02/08/2024
	By: Broadwood Capital, Inc., By: /s/ Neal C. Bradsher, President	02/08/2024
	/s/ Neal C. Bradsher	02/08/2024
	** Signature of Reporting Person	Date
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Broadwood Capital Form 4Lineage Cell Therapeutics / NEAL C BRADSHER ownership change