Ownership Submission
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  BAILEY DON M
 2. Date of Event Requiring Statement (Month/Day/Year)
03/08/2019		 3. Issuer Name and Ticker or Trading Symbol
BIOTIME INC [BTX]
(Last)
(First)
(Middle)
C/O BIOTIME, INC., 1010 ATLANTIC AVENUE, SUITE 102		 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 Original Filed(Month/Day/Year)
(Street)

ALAMEDA, CA 94501		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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 Shares, no par value 62,647 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants 03/08/2019 05/13/2021 Common Shares 31,323 (2) $ 6.15 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BAILEY DON M
C/O BIOTIME, INC.
1010 ATLANTIC AVENUE, SUITE 102
ALAMEDA, CA 94501		   X      

Signatures

/s/Don M. Bailey 03/14/2019
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Acquired pursuant to that certain Agreement and Plan of Merger, dated November 7, 2018 (the "Merger Agreement"), by and between the Issuer, Patrick Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Issuer, and Asterias Biotherapeutics, Inc., a Delaware corporation ("Asterias"). Pursuant to the Merger Agreement, each share of Series A common stock of Asterias was converted into the right to receive 0.71 common shares of the Issuer.
(2) Represents the number of shares a holder can receive upon exercise of the outstanding warrant, as adjusted in accordance with the provisions of the warrant, in connection with the Merger Agreement.

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