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 * Culley Brian M 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                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
President and CEO
(Last)         (First)         (Middle)
2173 SALK AVENUE,, SUITE 200
3. Date of Earliest Transaction (MM/DD/YYYY)
9/30/2021
(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  9/30/2021    M    15450 (1) A  (1) 71266 (2) D   
Common Shares, no par value  9/30/2021    F    5343 (3) D $2.52  65923 (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 Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. 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 Date 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 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
Restricted Stock Units  $0.00  9/30/2021    M        15450    (4)  (4) Common Shares  15450  $0  46350  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 September 17, 2018. Upon settlement, RSUs convert into common shares of the issuer on a one-for-one basis.
(2)  Does not include common shares of the issuer that may be acquired upon settlement of RSUs that have not vested as of the date of this filing or upon the exercise of stock options outstanding as of the date of this filing.
(3)  Shares withheld by the issuer to satisfy statutory tax withholding requirements on the vesting of 15,450 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 September 17, 2018, that vested with respect to 25% of the shares subject to the award on September 17, 2019, and the balance vest in 12 equal quarterly installments at the end of each quarter thereafter.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Culley Brian M
2173 SALK AVENUE,
SUITE 200
CARLSBAD, CA 92008
X
President and CEO

Signatures
/s/ Brian M. Culley 10/12/2021
**Signature of Reporting Person Date
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