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 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 *
  GRAY MARY ANN
2. Date of Event Requiring Statement (Month/Day/Year)
07/19/2019
3. Issuer Name and Ticker or Trading Symbol
Neuralstem, Inc. [CUR]
(Last)
(First)
(Middle)
20271 GOLDENROD LANE, 2ND FLOOR
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)

GERMANTOWN, MD 20876
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 Stock (1) 7,355
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
Common Stock Purchase Option (2) 07/19/2019 07/01/2029 Common Stock 4,954 (2) $ 5.9 D  
Restricted Stock Units (3) 07/19/2019(4)   (4) Common Stock 4,904 (4) $ (3) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GRAY MARY ANN
20271 GOLDENROD LANE, 2ND FLOOR
GERMANTOWN, MD 20876
  X      

Signatures

/s/ Mary Ann Gray 10/11/2019
**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) The shares represented are restricted stock grants pursuant to 45% of compensatory Annual Grant for director services equal to $100,000. The shares vest quarterly on 9/30/19, 12/31/19, 3/31/,20 and 6/30/20.
(2) Represents 25% of compensatory Annual Grant for director services equal to $100,000. The options vest quarterly on 9/30/19, 12/31/19, 3/31/20, and 6/30/20.
(3) Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.
(4) Represents 30% of compensatory Annual Grant for director services of $100,000. The RSU's vest quarterly on 9/30/19, 12/31/19, 3/31/20, and 6/30/20.

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