SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Sohn Catherine A.

(Last)

(First)

(Middle)

20271 GOLDENROD LANE

2ND FLOOR

(Street)

GERMANTOWN

20876

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/13/2014

3. Issuer Name and Ticker or Trading Symbol
Neuralstem, Inc. [ CUR ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock⁽¹⁾	25,000	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock Purchase Option⁽²⁾	⁽³⁾	01/13/2021	Common Stock	15,000	$3.33	D

Explanation of Responses:

1. Represents Restricted Stock Unit ("RSU") pursuant to the Issuer's 2010 compensation plan. The RSU's vest as follows: (i) 12,500 upon the one month anniversary of joining the Board, and (ii) 12,500 shall vest quarterly over a one year period commencing on January 13, 2014, the date Reporting Person joined the Board. If the vesting conditions are satisfied, each RSU entitles the holder to one share of the Issuer's common stock for each RSU granted.

2. Represents compensatory Committee Grant for service on the Issuer's: (i) audit, (ii) Compensation, and (iii) Governance and Nominating Committees.

3. The options vest quarterly over the grant year commencing on January 13, 2014, the grant date.)

	/s/ Raul Silvestre, Attorney-in-Fact for Catherine A. Sohn	07/31/2014
	** 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 5 (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 Number.