SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SHAPIRO ALAN C

(Last)

(First)

(Middle)

17567 CAMINO DE YATASTO

(Street)

PACIFIC PALISADES

90272

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ADVANCED CELL TECHNOLOGY, INC. [ OTCBB:ACTC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/26/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/14/2006		J ⁽¹⁾ ⁽³⁾		5,770	A	⁽¹⁾	265,827	I	By Shapiro Family Trust
Common Stock	04/01/2006		J ⁽⁴⁾		7,276	A	⁽¹⁾	269,465	I	By Shapiro Family Trust
Common Stock	05/01/2006		J ⁽⁵⁾		7,747	A	⁽¹⁾	323,574	I	By Shapiro Family Trust
Common Stock	06/01/2006		J ⁽⁶⁾		7,968	A	⁽¹⁾	327,904	I	By Shapiro Family Trust
Common Stock	07/03/2006		J ⁽⁷⁾		13,944	A	⁽¹⁾	335,480	I	By Shapiro Family Trust
Common Stock	07/03/2006		A		44,216	A	$0	379,696	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$2.04	01/26/2006		A		50,000		06/26/2006	06/26/2016	Common Stock	50,000	$2.04	263,695	D
Convertible Debenture (right to buy)	$2.3	03/14/2006		J ⁽¹⁾ ⁽³⁾			5,770 ⁽³⁾	⁽²⁾	09/15/2008	Common Stock	5,770	$1.45 ⁽¹⁾	265,827	I	By Shapiro Family Trust
Convertible Debenture (right to buy)	$2.3	04/01/2006		J ⁽⁴⁾			7,276 ⁽⁴⁾	⁽²⁾	09/15/2008	Common Stock	7,276	$1.15 ⁽¹⁾	269,465	I	By Shapiro Family Trust
Convertible Debenture (right to buy)	$2.3	05/01/2006		J ⁽⁵⁾			7,747 ⁽⁵⁾	⁽²⁾	09/15/2008	Common Stock	7,747	$1.08 ⁽¹⁾	323,574	I	By Shapiro Family Trust
Convertible Debenture	$2.3	06/01/2006		J ⁽⁶⁾			7,968 ⁽⁶⁾	⁽²⁾	09/15/2008	Common Stock	7,968	$1.05 ⁽¹⁾	327,904	I	By Shapiro Family Trust
Employee Stock Option (right to buy)	$1.35	04/20/2006		A		50,000		04/20/2006	04/26/2016	Common Stock	50,000	$1.35	319,465	D
Convertible Debenture	$2.3	07/03/2006		J ⁽⁷⁾			13,944 ⁽⁷⁾	⁽²⁾	09/15/2008	Common Stock	13,944	$0.6 ⁽¹⁾	335,480	I	By Shapiro Family Trust

Explanation of Responses:

1. The Convertible Debenture is redeemable by the Issuer using shares of the Issuer's common stock at a price per share equal to the lesser of (i)$2.30 and (ii) 85% of the average of the closing prices on the ten trading days immediately preceding the date of redemption. In accordance with the terms of the Convertible Debenture,the Issuer is required to redeem (in cash or in shares)1/30 of the outstanding amount of the Convertible Debenture each month during its term.

2. The Convertible Debenture is convertible by the reporting person into shares of common stock of the Issuer at any time and may be redeemed by the issuer on a monthly basis through the issuance of shares of common stock. The conversion price of the Convertible Debenture is $2.30 per share and the redemption price floats as described in Footnote 1.

3. See Footnote 1. On March 14, the Issuer effected the March redemption transaction using shares of common stock having a value of $1.45, resulting in the issuance to the reporting person of an additional 5770 shares of common stock.

4. See Footnote 1. On April 1, the Issuer effected the April redemption using shares of common stock having a value of $1.15, resulting in the issuance to the reporting person of an additional 7276 shares of common stock.

5. See Footnote 1. On May 1, the Issuer effected the May redemption using shares of common stock having a value of $1.08, resulting in the issuance to the reporting person of 7747 shares of common stock.

6. See Footnote 1. On June 1, the Issuer effected the June redemption using shares of common stock having a value of $1.05, resulting in the issuance to the reporting person of 7968 shares of common stock.

7. See Footnote 1. On July 3, the Issuer effected the July redemption using shares of common stock having a value of $.60, resulting in the issuance to the reporting person of 13944 shares of common stock.

	/s/ Alan C. Shapiro	06/05/2006
	** Signature of Reporting Person	Date
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