Initial Statement of Beneficial Ownership (3)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^*

Carter Kenneth C

2. Date of Event Requiring Statement (MM/DD/YYYY) 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 /

(Street)

GERMANTOWN, MD 20876

(City) (State) (Zip)

5. If Amendment, Date Original Filed(MM/DD/YYYY)

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 Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		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)
1. Title of Derivate Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock Purchase Option ⁽¹⁾	1/1/2019	12/12/2028	Common Stock	156213	$8.50	D

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.

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