13D Filing: Biotime Inc and Asterias Biotherapeutics Inc.

 

This
Amendment No. 5 (“Amendment No. 5”) amends and supplements the Statement on Schedule 13D, dated October 1, 2013, as
amended by Amendment No.1, dated April 11, 2014, by Amendment No. 2, dated May 29, 2015, by Amendment No. 3, dated February 22,
2016, and Amendment No. 4 dated March 3, 2016 (the “Schedule 13D”), relating to the Series A Shares of Asterias Biotherapeutics,
Inc., a Delaware corporation (the “Company”), and is filed by and on behalf of BioTime, Inc. (the “Reporting
Person”). Unless otherwise defined herein, all capitalized terms used herein shall have the meanings previously ascribed
to them in the previous filing of the Schedule 13D.

 

ITEM
1. SECURITY AND ISSUER

 

This
Amendment No. 5 relates to the Series A Shares of the Company and is being filed pursuant to Rule 13d-1 under the Exchange Act.
The address of the principal executive offices of the Company is 6300 Dumbarton Circle, Fremont, California 94555.

 

ITEM
2. IDENTITY AND BACKGROUND

 

(a)       This
Amendment No. 5 is being filed on behalf of BioTime, Inc., a California corporation as the Reporting Person.

 

(b)       The
address of the principal office of the Reporting Person is BioTime, Inc., 1010 Atlantic Avenue, Suite 102, Alameda, California
94501.

 

(c)       The
Reporting Person is a biotechnology company focused on the emerging field of regenerative medicine.

 

(d)       The
Reporting Person has not during the last five years been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).

 

(e)       The
Reporting Person has not during the last five years been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with
respect to such laws.

 

(f)       The
Reporting Person is organized under the laws of the state of California.

 

ITEM
3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

 

The
information on the Reporting Person’s cover sheet to this Amendment No. 5 is incorporated by reference herein. There has
been no material change from the information last reported in Item 3 of the Schedule 13D.

 

ITEM
4. PURPOSE OF TRANSACTION

 

The
Reporting Person is filing this Amendment No. 5 to report the reduction in its percentage ownership of the outstanding Series
A Shares resulting from the issuance of additional Series A Shares by the Company. The Reporting Person’s percentage ownership
of the outstanding Series A Shares is based on the number of outstanding Series A Shares reported by the Company in its Annual
Report on Form 10-K for the year ended December 31, 2016, filed with the Securities and Exchange Commission on March 28, 2017.