SEC Form 3

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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1. Name and Address of Reporting Person* Daly Richard J (Last) (First) (Middle) 20271 GOLDENROD LANE, 2ND FLOOR (Street) GERMANTOWN MD 20876 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 02/15/2016	3. Issuer Name and Ticker or Trading Symbol Neuralstem, Inc. [ CUR ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) CEO, President	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form 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 Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Stock Purchase Option(1)	02/15/2016	02/15/2026	Common Stock	2,750,000	$0.69	D

Explanation of Responses:

1. Represents inducement stock option grant pursuant to reporting person's employment agreement with Issuer. The stock option grant was issued pursuant to the Issuer's Inducement Award Stock Option Plan. The options vest as follows: (i) 687,500 shares on the six (6) month anniversary of the grant date, (ii) 687,500 shares on the twelve (12) month anniversary of the grant date and (iii) 1,375,000 shares over the subsequent three (3) year period on a quarterly basis.

Remarks:

Power of attorney attached hereto as Exhibit 24.

	/s/ Raul Silvestre, Attorney-in-Fact for Richard Daly	02/23/2016
	** Signature of Reporting Person	Date
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).
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