X0306 4 2014-06-09 0 0001572552 Asterias Biotherapeutics, Inc. NONE 0001470741 LICHTINGER PEDRO 230 CONSTITUTION DRIVE MENLO PARK CA 94025 0 1 0 0 Chief Executive Officer Series B Common Stock, par value $0.0001 per share 2014-06-09 4 J 0 200000 0.00 A 200000 D Option to Purchase Series B Common Stock 2.34 2014-06-09 4 J 0 1000000 0.00 A 2021-06-08 Series B Common Stock 1000000 1000000 D Shares owned are Series B common stock, which may be converted into Series A common stock by the company upon the occurrence of certain events. Shares of Series B common stock were granted under the company's Equity Incentive Plan and are subject to restrictions on transfer and to forfeiture until the shares vest. The shares will vest at the rate of 16,667 shares per month while Mr. Lichtinger remains employed by the company. The options will become exercisable for the purchase of Series A common stock when outstanding Series B common stock is converted into Series A common stock. 1/48th of the number of options will vest and become exercisable at the end of each full month of employment after June 9, 2014. /s/ Pedro Lichtinger 2014-06-11