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 OF SECURITIES
                                                                                  
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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
                      

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/YYYY)

2/11/2023
(Street)

CARLSBAD, CA 92008
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

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

_X _ Form filed by One Reporting Person
___ 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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 2/11/2023  M  13020 (1)A (1)13020 (2)D  
Common Shares, no par value 2/11/2023  F  5310 (3)D$1.35 7710 (2)D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units $0.00 2/11/2023  M     13020   (4) (4)Common Shares 13020 $0.00 39061 D  

Explanation of Responses:
(1) Shares earned by the Reporting Person as a result of the vesting of a portion of Restricted Stock Units ("RSUs") granted to the Reporting Person on February 11, 2022. RSUs convert into common shares on a one-for-one basis.
(2) Does not include RSUs that may be settled in shares of the issuer's common stock that have not vested as of the date of this Report or shares that may be acquired upon the exercise of certain stock options.
(3) Shares withheld by the issuer to satisfy statutory tax withholding requirements on the vesting of 13,020 RSUs in a transaction exempt under Rule 16(b)-3. No shares were sold in connection with this transaction.
(4) The Reporting Person was granted RSUs on February 11, 2022 that vested with respect to 25% of the shares subject to the award on February 11, 2023, and the balance will vest in 3 equal annual installments on each anniversary date thereafter.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Hogge Gary S.
2173 SALK AVENUE, SUITE 200
CARLSBAD, CA 92008


SVP,Clinical & Medical Affairs

Signatures
/s/ Grant Harbert, as Attorney-in Fact2/14/2023
**Signature of Reporting PersonDate


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).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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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