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 *
  Carter Kenneth C
2. Date of Event Requiring Statement (Month/Day/Year)
12/12/2018
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
__X__ Officer (give title below) _____ Other (specify below)
Executive Chairman
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)

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 (1) 01/01/2019 12/12/2028 Common Stock 156,213 $ 8.5 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Carter Kenneth C
20271 GOLDENROD LANE, 2ND FLOOR
GERMANTOWN, MD 20876
  X     Executive Chairman  

Signatures

/s/ Kenneth Carter, PhD 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) 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.

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