FORM 4
[ X ] 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 *

Keefer Jason 		2. Issuer Name and Ticker or Trading Symbol

OSIRIS THERAPEUTICS, INC. [ OSIR ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Commercial Officer
(Last)          (First)          (Middle)

C/O OSIRIS THERAPEUTICS, INC., 7075 ALBERT EINSTEIN DRIVE 		3. Date of Earliest Transaction (MM/DD/YYYY)

4/17/2019
(Street)

COLUMBIA, MD 21046
(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 Stock   4/17/2019     D (1)    4000   D $19.00   (1) 0   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
Incentive Stock Option (right to buy)   $6.80   4/17/2019     D   (2)       16000      (2) 7/18/2027   Common Stock   16000   $0   0   D    
Incentive Stock Option (right to buy)   $10.53   4/17/2019     D   (2)       20000      (2) 6/26/2028   Common Stock   20000   $0   0   D    

Explanation of Responses:
(1)  On March 12, 2019, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with Smith & Nephew Consolidated, Inc., a Delaware corporation ("Parent"), Papyrus Acquisition Corp., a Maryland corporation and a direct subsidiary of Parent ("Purchaser") and Smith & Nephew plc, an English public limited company. Pursuant to the terms of the Merger Agreement and the Offer (as defined in the Merger Agreement), each share of the Issuer's common stock (the "Common Stock") held by the Reporting Person was acquired, subject to adjustment, at a purchase price of $19.00 per share (the "Offer Price") in cash.
(2)  Pursuant to the Merger Agreement, each outstanding stock option was canceled in exchange for a lump sum cash payment equal to the excess, if any, of (A) the Offer Price over (B) the exercise price per share of such stock option, multiplied by the number of shares of Common Stock subject to such option.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Keefer Jason
C/O OSIRIS THERAPEUTICS, INC.
7075 ALBERT EINSTEIN DRIVE
COLUMBIA, MD 21046

Chief Commercial Officer

Signatures
/s/ Jason Keefer 4/17/2019
** Signature of Reporting Person Date


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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