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^*

Semechkin Ruslan

(Last)

(First)

(Middle)

C/O INTERNATIONAL STEM CELL CORPORATION

5950 PRIESTLY DRIVE

(Street)

CARLSBAD

92008

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
International Stem Cell CORP [ ISCO:OB ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/24/2013

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	07/24/2013		P		667,667	A	$0.15	693,297	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)
Series A Warrant (Right to Buy)	$0.15⁽¹⁾	07/24/2013		P		667,667		07/24/2013	07/24/2018	Common Stock	667,667⁽⁴⁾	$0	667,667	D
Series B Warrant (Right to Buy)	$0.15⁽²⁾	07/24/2013		P		667,667		07/24/2013	10/23/2013	See Footnote⁽³⁾	1,335,334⁽⁴⁾	$0	667,667	D

Explanation of Responses:

1. Exercise price is initially set at $0.15 per share, subject to adjustments in the event of certain transactions as defined in the warrant agreement.

2. Exercise price is subject to adjustment and is initially set at $0.15 per unit. On the Adjustment Date (as defined in the warrant agreement) the exercised price will be reduced to 80% of the closing bid price of the Issuer's common Stock on the adjustment date (if that is lower than the then current exercise price) . Additionally, the exercise price is subject to further adjustments in the event of certain transactions as defined in the warrant agreement.

3. Exercisable for Units. Each Unit consists of one share of common stock of the company and one Series A Warrant.

4. Assuming full exercise of the Series A Warrants issued on exercise of the Series B Warrants. Number of underlying securities issuable under the warrants is subject to a 4.999% beneficial ownership limitation; except for in the event of a fundamental transaction (as defined in the warrant agreement) the beneficial ownership limitation is set at 9.99%.

	/s/ Jay Novak, Attorney-in-Fact	07/26/2013
	** 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).
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