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 * Abbhi Sankesh 2. Issuer Name and Ticker or Trading Symbol BRAINSTORM CELL THERAPEUTICS INC. [ BCLI ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)__X__ Director                    _____ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)         (First)         (Middle)
C/O BRAINSTORM CELL THERAPEUTICS INC., 1325 AVENUE OF AMERICAS, 28TH FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)
4/6/2020
(Street)
NEW YORK, NY 10019
(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  4/6/2020    A    4657 (1) A $0  4657  D   
Common Stock                 2117751  I  Abbhi Investments, LLC (2)

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
Warrant to Purchase Common Stock  $15                  3/6/2020  3/6/2023  Common Stock  250000    250000 (3) I  Abbhi Investments, LLC (2)

Explanation of Responses:
(1)  Shares acquired are shares of restricted stock awarded pursuant to the Brainstorm Cell Therapeutics Inc. 2014 Stock Incentive Plan. The shares of restricted stock vest in 12 consecutive, equal monthly installments commencing on the one month anniversary of the date of grant until fully vested on the 12 month anniversary of the date of grant, provided that the Reporting Person remains a member of the Board of Directors of the Issuer on each vesting date.
(2)  Abbhi Investments, LLC is the record owner of these securities. Mr. Sankesh Abbhi is the manager of Abbhi Investments, LLC and maintains sole voting and investment power with respect to common stock and warrants held by Abbhi Investments, LLC.
(3)  Pursuant to the March 6, 2020 Securities Purchase Agreement between Abbhi Investments, LLC and the Issuer, for an aggregate purchase price of $10,000,000, Abbhi Investments, LLC received 1,250,000 shares of Common Stock and a Warrant for 250,000 shares of Common Stock with a purchase price per share of $15.00, and an expiration date of the third anniversary of the date of issuance.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Abbhi Sankesh
C/O BRAINSTORM CELL THERAPEUTICS INC.
1325 AVENUE OF AMERICAS, 28TH FLOOR
NEW YORK, NY 10019
X



Signatures
/s/ Nathaniel Gaede (pursuant to power of attorney) 4/7/2020
**Signature of Reporting Person Date
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