Statement of Changes in Beneficial Ownership (4)
March 12 2019 - 5:00PM
Edgar (US Regulatory)
FORM 4
[
X
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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BROADWOOD PARTNERS, L.P.
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2. Issuer Name
and
Ticker or Trading Symbol
Asterias Biotherapeutics, Inc.
[
NONE
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
_____ Officer (give title below)
__
X
__ Other (specify below)
See Remarks Below
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(Last)
(First)
(Middle)
C/O BROADWOOD CAPITAL INC., 724 FIFTH AVENUE, 9TH FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
3/8/2019
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(Street)
NEW YORK, NY 10019
(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)
___ Form filed by One Reporting Person
_
X
_ 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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Series A Common Stock
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3/8/2019
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J
(1)
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5292156
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D
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(1)
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0
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D
(2)
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Series A Common Stock
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3/8/2019
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J
(1)
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0
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D
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$0
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0
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I
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See Footnote
(3)
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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)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(1)
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These securities were disposed of pursuant to a merger between the Issuer and BioTime, Inc. ("BioTime") that became effective on March 8, 2019 (the "Merger"). Pursuant to the Merger, each share of the Issuer's Series A Common Stock was converted into the right to receive 0.71 common shares, no par value, of BioTime. Accordingly, Broadwood Partners, L.P. acquired 3,757,430 common shares of BioTime in the Merger, with each such share having a market value of $1.31 on the effective date of the Merger.
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(2)
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These securities are owned by Broadwood Partners, L.P.
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(3)
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The reported securities are directly owned by Broadwood Partners, L.P. and may be deemed to be beneficially owned by Broadwood Capital, Inc. as General Partner of Broadwood Partners, L.P. and Neal C. Bradsher as President of Broadwood Capital, Inc. The Reporting Persons disclaim 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.
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Remarks:
Richard LeBuhn, Executive Vice President of Broadwood Capital, Inc., was a Director of the Issuer prior to the effective date of the Merger.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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BROADWOOD PARTNERS, L.P.
C/O BROADWOOD CAPITAL INC.
724 FIFTH AVENUE, 9TH FLOOR
NEW YORK, NY 10019
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See Remarks Below
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BROADWOOD CAPITAL INC
724 FIFTH AVENUE, 9TH FLOOR
NEW YORK, NY 10019
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See Remarks Below
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BRADSHER NEAL C
C/O BROADWOOD CAPITAL INC.
724 FIFTH AVENUE, 9TH FLOOR
NEW YORK, NY 10019
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See Remarks Below
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Signatures
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Broadwood Partners, L.P., By: Broadwood Capital, Inc., By: /s/ Neal C. Bradsher, President
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3/12/2019
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**
Signature of Reporting Person
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Date
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Broadwood Capital, Inc., By: /s/ Neal C. Bradsher, President,
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3/12/2019
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**
Signature of Reporting Person
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Date
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Neal C. Bradsher, /s/ Neal C. Bradsher
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3/12/2019
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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