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3 Form - Initial statement of beneficial ownership of securities - Carter Kenneth C (0001332217) (Reporting)

SEC FORM 3SEC Form 3
FORM 3UNITED 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*
Carter Kenneth C

(Last)(First)(Middle)
20271 GOLDENROD LANE, 2ND FLOOR

(Street)
GERMANTOWNMD20876

(City)(State)(Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
12/12/2018
3. Issuer Name and Ticker or Trading Symbol
Neuralstem, Inc. [ CUR ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Executive Chairman
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
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)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Common Stock Purchase Option(1)01/01/201912/12/2028Common Stock156,2138.5D
Explanation of Responses:
1. Represents an inducement stock option grant issued pursuant to reporting person's employment agreement with the issuer on December 12, 2018 for 40,000 shares (with such number of shares adjusted pursuant to a reverse stock split that occurred on July 17, 2019). As a result of certain anti-dilution features of the option, the number of shares underlying the option was adjusted and increased to a total of 156,213. The option vests (i) 25% on January 1, 2019, (ii) 12.5% on July 1, 2019, (iii) 12.5% on January 1, 2021, subject to continuous full-time employment, and (iv) 50% upon the achievement of performance based milestones.
/s/ Kenneth Carter, PhD10/11/2019
** Signature of Reporting PersonDate
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.