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1.	To re-elect each of Gregory B. Brown, M.D. and David J. Mazzo, Ph.D. as Class II directors to serve a three-year term expiring at the annual meeting to be held in 2021;

2.	To approve the adoption of the Caladrius Biosciences, Inc. 2018 Equity Incentive Compensation Plan;

3.	To approve an amendment to the 2017 Employee Stock Purchase Plan to increase the number of shares available to 500,000;

4.	To ratify the appointment of Grant Thornton LLP as Caladrius' independent registered public accounting firm for the fiscal year ending December 31, 2018;

5.	To approve, on a non-binding advisory basis, the executive compensation of Caladrius' named executive officers as disclosed in this Proxy Statement; and

6.	To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

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Q.	Why am I receiving these materials?

A.

The Board of Directors (the “Board”) of Caladrius Biosciences, Inc. a Delaware corporation (“Caladrius,” the “Company,” “we” or “our”), has made these materials available to you on the Internet or, upon your request, has delivered printed versions of these materials to you by mail or email, in connection with the Board’s solicitation of proxies for use at our annual meeting of stockholders, which meeting will take place on June 20, 2018 (the "Annual Meeting"). As a Caladrius stockholder as of April 23, 2018 (the “Record Date”), you are invited to attend the Annual Meeting and are entitled to, and requested to, vote on the items of business described in this proxy statement.

Q.	What proposals will be considered and voted upon at the Annual Meeting?

A.	At the Annual Meeting, holders of Caladrius stock as of the Record Date will consider and vote upon proposals to:

•	re-elect each of Gregory B. Brown, M.D. and David J. Mazzo, Ph.D. as Class II directors to serve a three-year term expiring at the annual meeting to be held in 2021 (the “Election Proposal”);

•	approve the adoption of the Caladrius Biosciences, Inc. 2018 Equity Incentive Compensation Plan (the “2018 Equity Plan Proposal”);

•	amend our 2017 Employee Stock Purchase Plan to increase the number of shares available to 500,000 (the “2017 ESPP Amendment Proposal”);

•	ratify the appointment of Grant Thornton LLP as Caladrius’ independent registered public accounting firm for the fiscal year ending December 31, 2018 (the “Auditor Ratification Proposal”);

•	approve, on a non-binding, advisory basis, the executive compensation of Caladrius’ Named Executive Officers as described in this proxy statement (the “Say-on-Pay Proposal”); and

•	to transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

Q.	What is the recommendation of the Board with respect to the Proposals?

A.	The Board recommends that you vote your shares "FOR" each of the Proposals.

A.	The Annual Meeting will be held on June 20, 2018 at 9:00 a.m. EDT at 110 Allen Road, First Floor, Basking Ridge, New Jersey 07920.

Q.	What vote of Caladrius stockholders is required to approve each of the Proposals?

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A.	The following votes are required to approve each of the Proposals:

•	The Election Proposal. The directors will be elected by plurality vote.

•	The 2018 Equity Plan Proposal. The 2018 Equity Plan Proposal requires the affirmative vote of a majority of the stock present in person or represented by proxy, entitled to vote and voting on the 2018 Equity Plan Proposal.

•	The 2017 ESPP Amendment Proposal. The 2017 ESPP Amendment Proposal requires the affirmative vote of a majority of the stock present in person or represented by proxy, entitled to vote and voting on the 2017 ESPP Amendment Proposal.

•	The Auditor Ratification Proposal. The Auditor Ratification Proposal requires the affirmative vote of a majority of the stock present in person or represented by proxy, entitled to vote and voting on the Auditor Ratification Proposal.

•	The Say-on-Pay Proposal. The Say-on-Pay Proposal requires the affirmative vote of a majority of the stock present in person or represented by proxy, entitled to vote and voting on the Say-on-Pay Proposal.

Q.	Why am I being asked to cast a non-binding, advisory vote to approve the Say-on-Pay Proposal, and what will     happen if such proposal is not approved at the Annual Meeting?

A.

In accordance with the rules promulgated under Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Caladrius is providing its stockholders with the opportunity to approve, on a non-binding, advisory basis, (i) the compensation that may be paid or become payable to our Named Executive Officers in connection with the Sale, including the agreements and understandings pursuant to which such compensation may be paid or become payable, and (ii) the compensation of our Named Executive Officers. The vote on the Say-on-Pay Proposal is advisory, and therefore not binding on Caladrius, our Compensation Committee or the Board. Nevertheless, the Board and our Compensation Committee value the opinions of our stockholders, whether expressed through this vote or otherwise, and, accordingly, the Board and our Compensation Committee intend to consider the results of this vote in making determinations in the future regarding executive compensation arrangements.

Q.	Who can attend and vote at the Annual Meeting and how many votes does each share of our stock have?

A.

Holders of record of our common stock and Series B preferred stock, par value $0.01 per share (“Series B preferred stock”) at the close of business on April 23, 2018, the Record Date, are entitled to notice of, and to vote at, the Annual Meeting. Holders of record of our common stock as of the close of business on the Record Date will be entitled to one vote for each share held. Holders of record of Series B preferred stock will be entitled to ten votes per share. Shares of common stock and Series B preferred stock vote together as one class. Unless the context otherwise requires, all references to Caladrius “stockholders” in this proxy statement refer to holders of our common stock and holders of Series B preferred stock. At the close of business on the Record Date, there were 9,569,853 shares of our common stock issued and outstanding and 10,000 shares of Series B preferred stock issued and outstanding.

Q.	What do I need to do now and how do I vote?

A:	Caladrius urges you to read this proxy statement carefully, including its appendices, as the actions contemplated by each of the Proposals may affect you.

•	By Internet. You may vote your shares 24 hours a day by logging onto the secure website indicated in the instructions that are included in the Notice, or if you received printed materials, on the the proxy card and following the instructions provided any time up until 11:59 EDT on June 19, 2018.

•	By Telephone. You may vote your shares 24 hours a day by calling the telephone number listed in the instructions that are included in the Notice, or if you received printed materials, on the proxy card and following the instructions provided by the recorded message any time up until 11:59 EDT on June 19, 2018.

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•	By Mail. If you received a proxy card by mail, you may vote by completing, signing, dating and promptly returning the proxy card in the postage-paid return envelope provided with the proxy materials for receipt prior to the Annual Meeting.

•	In Person. You may vote your shares in person at the Annual Meeting (if you satisfy the admission requirements, as described below). Even if you plan to attend the Annual Meeting in person, we encourage you to vote in advance by telephone, through the Internet or by mail so that your vote will be counted in the event you later decide not to attend the Annual Meeting.

Q.	What happens if I do not sign and return my proxy card or vote by telephone, through the Internet or in person at the Annual Meeting?

A.

If you are a stockholder of record of Caladrius and you do not sign and return your proxy card or vote by telephone, through the Internet or in person, your shares will not be voted at the Annual Meeting and will not be counted as present for the purpose of determining the presence of a quorum, which is required to transact business at the Annual Meeting. Assuming the presence of a quorum, the failure to return your proxy card or otherwise vote your shares at the Annual Meeting will have no effect on any of the Proposals.

Q.	What happens if I return a signed and dated proxy card without indicating how I wish to vote?

A.	If you sign, date and mail your proxy card without indicating how you wish to vote, your proxy will be counted as present for the purpose of determining the presence of a quorum for the Annual Meeting and all of your shares will be voted “FOR” each Proposal and “FOR” the election of each director nominee named herein.

Q.	What if I abstain from voting?

A.	If you attend the Annual Meeting or submit a proxy card, but affirmatively elect to abstain from voting, your proxy will be counted as present for the purpose of determining the presence of a quorum for the Annual Meeting, but will not be voted at the Annual Meeting. As a result, your abstention will have no effect on any of the Proposals.

Q.	What is a broker non-vote?

A.

A broker "non-vote" occurs on a proposal when shares held of record by a broker are present or represented at a stockholder meeting but the broker is not permitted to vote on that proposal without instruction from the beneficial owner of the shares and no instruction has been given. Brokerage firms have the authority under Nasdaq Stock Market ("Nasdaq") rules to cast votes on certain "routine" matters if they do not receive instructions from their customers, but they do not have the authority to vote on "non-routine" matters. The Election Proposal, the 2018 Equity Plan Proposal, the 2017 ESPP Amendment Proposal, the Say-on-Pay Proposal are considered "non-routine" matters. Broker non-votes will be counted as present and entitled to vote for purposes of determining a quorum and will:

•	have no effect on the Election Proposal;

•	have no effect on the 2018 Equity Plan Proposal;

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•	have no effect on the 2017 ESPP Proposal; and

•	have no effect on the Say-on-Pay Proposal.

Q.	What do I do if my shares of Caladrius Stock are held in “street name” by my broker, dealer, bank or other nominee?

A:

If your shares of Caladrius Stock are held through an account with a broker, dealer, bank or other nominee, you are considered the beneficial owner of shares held in “street name,” and these proxy materials are being forwarded to you together with a voting instruction card. You must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your broker, dealer, bank or other nominee. Please note that you may not vote shares held in street name by returning a proxy card directly to Caladrius.

Q.	May I revoke or change my vote after I have provided proxy instructions?

A:	Yes. You may revoke your proxy at any time before it is exercised at the meeting by taking any of the following actions:

•	delivering written notice to the Secretary of Caladrius by any means bearing a date later than the date of the proxy, stating that the proxy is revoked;

•	if you received a proxy card, by signing and delivering a new proxy card relating to the same shares and bearing a later date prior to the vote at the Annual Meeting;

•	voting over the Internet or telephone at a later time; or

•	attending the Annual Meeting and voting in person, although attendance at the meeting will not, by itself, revoke a proxy.

Q.	What constitutes a quorum for the Annual Meeting?

A.

A quorum must exist for the transaction of business at the Annual Meeting (other than consideration of a motion to adjourn the Annual Meeting). The holders of a majority of the shares of capital stock of Caladrius issued and outstanding entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum. Abstentions and broker “non-votes” are counted as present and entitled to vote for purposes of determining a quorum. If you submit a properly executed proxy card, even if you abstain from voting, your shares will be considered part of the quorum.

Q.	What does it mean if I received more than one Notice or proxy card?

A.	If you received more than one Notice or proxy card, your shares are likely registered in more than one name or are held in more than one account. Please vote in the manner described above under "What do I need to do and how do I vote?" for each account in order to ensure that all of your shares of Caladrius stock are voted.

Q.	Who will bear the cost of this solicitation and who may solicit proxies?

A.

Caladrius is making this solicitation and will bear the entire cost of the solicitation, including the preparation, assembly, printing and mailing of this proxy statement and any additional materials furnished to our stockholders. The initial solicitation of proxies by mail may be supplemented by telephone, fax, e-mail, Internet and personal solicitation by our directors, officers or other regular employees. No additional compensation for soliciting proxies will be paid to our directors, officers or other regular employees for their proxy solicitation efforts. We expect to reimburse banks, brokers and other persons for their reasonable out-of-pocket expenses in handling proxy materials for beneficial owners of our Common Stock. We have engaged Alliance Advisors to solicit proxies and tabulate our vote in connection with this proxy statement, for a fee of approximately $10,000 plus reasonable and approved expenses.

Q.	Who will count the votes?

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A.	Representatives of American Election Services, LLC will count the votes and will serve as the independent inspector of election.

Q.	Where can I find the voting results of the Annual Meeting?

A.

The preliminary voting results will be announced at the annual meeting, and we will publish preliminary, or final results if available, in a Current Report on Form 8-K within four business days of the annual meeting. If final results are unavailable at the time we file the Form 8-K, then we will file an amended report on Form 8-K to disclose the final voting results within four business days after the final voting results are known.

Q.	Whom should I contact if I have any questions about the Annual Meeting?

A.	If you have any questions about the Annual Meeting, or if you need assistance in submitting your proxy or voting your shares or need additional copies of this proxy statement or the enclosed proxy card, you should contact Alliance Advisors at the addresses and telephone number listed below:

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•	Class I directors (Peter G. Traber, M.D.) having a term expiring at our 2020 Annual Meeting of Stockholders;

•	Class II directors (Gregory B. Brown, M.D. and David J. Mazzo, Ph.D.) having a term expiring at our 2018 Annual Meeting of Stockholders; and

•	Class III directors (Steven M. Klosk and Steven S. Myers) having a term expiring at our 2019 Annual Meeting of Stockholders.

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•	The Caladrius Board’s review and approval of our business plans and budget (prepared and presented to the Caladrius Board by the President and Chief Executive Officer and other management), including the projected opportunities and challenges facing our business;

•	At least quarterly review of our business developments, business plan implementation and financial results;

•	Our Audit Committee’s oversight of our internal control over cybersecurity and financial reporting and its discussions with management and the independent accountants regarding the quality and adequacy of our internal controls and financial reporting; and

•	Our Compensation Committee’s review and recommendations to the Caladrius Board regarding our executive officer compensation and its relationship to our business plans.

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•	serving as an independent and objective party to monitor our financial reporting process, internal control system, cybersecurity policy and disclosure control system;

•	reviewing and appraising the audit efforts of our independent accountants;

•	assuming direct responsibility for the appointment, compensation, retention and oversight of the work of the outside auditors and for the resolution of disputes between the outside auditors and our management regarding financial reporting issues;

•	providing an open avenue of communication among the independent accountants, financial and senior management and the Caladrius Board; and

•	reviewing and approving all related party transactions.

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•	evaluate the performance of the President and Chief Executive Officer considering our goals and objectives and determine and approve the President and Chief Executive Officer’s compensation based on this evaluation and such other factors as the Compensation Committee shall deem appropriate;

•	determine and approve all executive officer compensation;

•	approve the aggregate amounts and methodology for determination of all salary, bonus, and long-term incentive awards for all employees other than executive officers;

•	review and recommend equity-based compensation plans to the full Board and approve all grants and awards thereunder;

•	review and approve changes to our equity-based compensation plans other than those changes that require stockholder approval under the plans, the requirements of Nasdaq or any exchange on which our securities may be listed and/or any applicable law;

•	review and recommend to the full Board changes to our equity-based compensation plans that require stockholder approval under the plans, the requirements of Nasdaq or any exchange on which our securities may be listed and/or any applicable law;

•	review and approve changes in our retirement, health, welfare and other benefit programs that result in a material change in costs or the benefit levels provided;

•	administer our equity-based compensation plans; and

•	approve, as required by applicable law, the annual Compensation Committee report on executive compensation for inclusion in our proxy statement.

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•	create a Share Reserve that only decreases over time and eliminate the annual replenishment of the Share Reserve (the "evergreen provision") of the 2015 Plan;

•	provide stockholders with greater control and clarity over the future issuance of Company securities;

•	add to the Share Reserve any shares that are subject to awards under the Company’s Amended and Restated 2009 Equity Compensation Plan (the “2009 Plan”) and 2015 Plan and not thereafter issued under such plan due to a forfeiture, cancellation, or other settlement thereof;

•

alter the maximum number of shares that may be subject to Awards granted to any non-employee director in any calendar year under the 2018 Equity Plan not to exceed an aggregate grant date fair value of $60,000 (reduced from $200,000 in the 2015 Plan), except that the foregoing limitation not apply to Awards made (i) pursuant to an election by a non-employee director to receive an Award in lieu of cash for all or a portion of cash fees to be received for service on the Board or any Committee thereof or (ii) in connection with a non-employee director initially joining the Board; and

•	include certain technical changes in response to new tax laws.

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Stock Appreciation Rights:	Generally, the recipient of a SAR will not recognize any income upon grant of the SAR, nor will our Company be entitled to a deduction at that time. Upon exercise of

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Incentive Stock Options:

Incentive stock options are intended to qualify for treatment under Section 422 of the Code. An incentive stock option does not result in taxable income to the optionee or deduction to us at the time it is granted or exercised, provided that no disposition is made by the optionee of the shares acquired pursuant to the option within two years after the date of grant of the option nor within one year after the date of issuance of shares to the optionee (referred to as the “ISO holding period”). However, the difference between the fair market value of the shares on the date of exercise and the option price will be an item of tax preference includible in “alternative minimum taxable income” of the optionee. Upon disposition of the shares after the expiration of the ISO holding period, the optionee will generally recognize long term capital gain or loss based on the difference between the disposition proceeds and the option price paid for the shares. If the shares are disposed of prior to the expiration of the ISO holding period, the optionee generally will recognize taxable compensation, and we will have a corresponding deduction, in the year of the disposition, equal to the excess of the fair market value of the shares on the date of exercise of the option over the option price. Any additional gain realized on the disposition will normally constitute capital gain. If the amount realized upon such a disqualifying disposition is less than fair market value of the shares on the date of exercise, the amount of compensation income will be limited to the excess of the amount realized over the optionee’s adjusted basis in the shares.

Non-Qualified Options:	Options otherwise qualifying as incentive stock options, to the extent the aggregate fair market value of shares with respect to which such options are first exercisable by an individual in any calendar year exceeds $100,000, and options designated as non-qualified options will be treated as options that are not incentive stock options.

Stock Grants:

With respect to stock grants under our Plan that result in the issuance of shares that are either not restricted as to transferability or not subject to a substantial risk of forfeiture, the grantee must generally recognize ordinary income equal to the fair market value of shares received. Thus, deferral of the time of issuance will generally result in the deferral of the time the grantee will be liable for income taxes with respect to such issuance. We generally will be entitled to a deduction in an amount equal to the ordinary income recognized by the grantee.

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Stock Units:	The grantee recognizes no income until the issuance of the shares. At that time, the grantee must generally recognize ordinary income equal to the fair market value of the shares received. We generally will be entitled to a deduction in an amount equal to the ordinary income recognized by the grantee.

(1)	Amounts represent the grant date fair value computed in accordance with FASB ASC Topic 718, in accordance with SEC rules, based on the fair market value of a share of our common stock on the date of grant.

(2)

Consists of (i) options to purchase 35,000 shares of our common stock at an exercise price of $6.26, all of which are vested, (ii) options to purchase 50,919 shares of our common stock at an exercise price of $4.77, all of which are vested, (iii) options to purchase 50,000 shares of our common stock at an exercise price of $3.54, all of which are vested, (iv) options to purchase 50,000 shares of our common stock at an exercise price of $3.79, which vested as to one-fourth of the options on the date of grant, with the balance vesting in a series of three successive equal annual installments, such that vesting is complete on January 8, 2021, and (v) 33,300 performance-based restricted stock unit rights granted, each right representing one share of our common stock. The performance criteria was satisfied on April 6, 2018 and the award shall vest in full on the date of stockholder approval of the 2018 Plan.

(3)

Consists of (i) options to purchase 12,500 shares of our common stock at an exercise price of $6.26, all of which are vested, (ii) options to purchase 17,199 shares of our common stock at an exercise price of $4.77, all of which are vested, (iii) options to purchase 20,000 shares of our common stock at an exercise price of $3.54, all of which are vested, (iv) options to purchase 20,000 shares of our common stock at an exercise price of $3.79, which vested as to one-fourth of the options on the date of grant, with the balance vesting in a series of three successive equal annual installments, such that vesting is complete on January 8, 2021, and (v) 13,300 performance-based restricted stock unit rights granted, each right representing one share of our common stock. The performance criteria was satisfied on April 6, 2018 and the award shall vest in full on the date of stockholder approval of the 2018 Plan.

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(4)

Consists of (i) options to purchase 12,500 shares of our common stock at an exercise price of $6.26, all of which are vested, (ii) options to purchase 13,377 shares of our common stock at an exercise price of $4.77, all of which are vested, (iii) options to purchase 20,000 shares of our common stock at an exercise price of $3.54, all of which are vested, (iv) options to purchase 20,000 shares of our common stock at an exercise price of $3.79, which vested as to one-fourth of the options on the date of grant, with the balance vesting in a series of three successive equal annual installments, such that vesting is complete on January 8, 2021, and (v) 13,300 performance-based restricted stock unit rights granted, each right representing one share of our common stock. The performance criteria was satisfied on April 6, 2018 and the award shall vest in full on the date of stockholder approval of the 2018 Plan.

(5)

The following awards include footnotes 2, 3, and 4, as well as awards issued to Todd Girolamo, our General Counsel, and consists of (i) options to purchase 65,000 shares of our common stock at an exercise price of $6.26, all of which are vested, (ii) options to purchase 93,598 shares of our common stock at an exercise price of $4.77, all of which are vested, (iii) options to purchase 105,000 shares of our common stock at an exercise price of $3.54, all of which are vested, (iv) options to purchase 110,000 shares of our common stock at an exercise price of $3.79, which vested as to one-fourth of the options on the date of grant, with the balance vesting in a series of three successive equal annual installments, such that vesting is complete on January 8, 2021, and (v) 73,200 performance-based restricted stock unit rights granted, each right representing one share of our common stock. The performance criteria was satisfied on April 6, 2018 and the award shall vest in full on the date of stockholder approval of the 2018 Plan.

(6)	Consists of 34,988 restricted stock units, each representing one share of our common stock that vests on January 8, 2019.

(7)

The following awards granted to two senior employees consists of (i) options to purchase 1,250 shares of our common stock at an exercise price of $6.26, all of which are vested, (ii) options to purchase 8,173 shares of our common stock at an exercise price of $4.77, all of which are vested, (iii) options to purchase 1,271 shares of our common stock at an exercise price of $3.54, all of which are vested, (iv) options to purchase 10,000 shares of our common stock at an exercise price of $3.79, which vested as to one-fourth of the options on the date of grant, with the balance vesting in a series of three successive equal annual installments, such that vesting is complete on January 8, 2021, and (v) 6,600 performance-based restricted stock unit rights granted, each right representing one share of our common stock. The performance criteria was satisfied on April 6, 2018 and the award shall vest in full on the date of stockholder approval of the 2018 Plan.

(1)	Includes stock options only; does not include purchase rights accruing under the 2012 ESPP Plan because the purchase price (and therefore the number of shares to be purchased) will not be determined until the end of the purchase period.

(2)	Consists of the 2003 Plan, the 2009 Plan, the 2015 Plan, the 2012 ESPP, and the 2017 ESPP.

(3)	Includes shares available for future issuance under the 2015 Plan and the 2017 ESPP.

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(1)

Audit Fees consist of aggregate fees billed or expected to be billed for professional services rendered for the audit of Caladrius’ annual consolidated financial statements included in Caladrius’ Annual Reports on Form 10-K and review of the interim consolidated financial statements included in Quarterly Reports on Form 10-Q or services that are normally provided by the independent registered public accounting firm in connection with statutory and regulatory filings or engagements for the fiscal years ended December 31, 2017 and 2016, respectively.

(2)	Audit-Related Fees consist of aggregate fees billed for assurance and related services that are reasonably related to the performance of the audit or review of Caladrius’ consolidated financial statements and are not reported under “Audit Fees.” The audit related services performed in 2016 were for services provided at Caladrius’ subsidiary.

(3)	Tax Fees consist of aggregate fees billed or expected to be billed for professional services rendered for tax compliance, tax advice and tax planning. These fees related to preparation of Caladrius’ federal and state income tax returns and other tax compliance activities.

(4)	All Other Fees consist of aggregate fees billed for products and services provided by Grant Thornton (as applicable), other than those disclosed above.

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(1)

Includes options to purchase up to 175,919 shares of our common stock which are exercisable within 60 days of April 19, 2018, of which 135,919 are subject to stockholder approval of the 2018 Plan at the 2018 Annual Meeting, and 33,300 performance stock units representing a contingent right to receive one share of our common stock for each performance stock unit, of which all are subject to stockholder approval of the 2018 Plan at the 2018 Annual Meeting.

(2)

Includes options to purchase up to 71,579 shares of our common stock which are exercisable within 60 days of April 19, 2018, of which 49,699 are subject to stockholder approval of the 2018 Plan at the 2018 Annual Meeting, and 13,300 performance stock units representing a contingent right to receive one share of our common stock for each performance stock unit, of which all are subject to stockholder approval of the 2018 Plan at the 2018 Annual Meeting

(3)

Includes options to purchase up to 61,128 shares of our common stock which are exercisable within 60 days of April 19, 2018, of which 45,877 are subject to stockholder approval of the 2018 Plan at the 2018 Annual Meeting, and 13,300 performance stock units representing a contingent right to receive one share of our common stock for each performance stock unit, of which all are subject to stockholder approval of the 2018 Plan at the 2018 Annual Meeting

(4)	Includes options to purchase up to 112,584 shares of our common stock which are exercisable within 60 days of April 19, 2018.

(5)	Includes options to purchase up to 6,900 shares of our common stock which are exercisable within 60 days of April 19, 2018.

(6)	Includes options to purchase up to 8,860 shares of our common stock which are exercisable within 60 days of April 19, 2018.

(7)	Includes options to purchase up to 7,370 shares of our common stock which are exercisable within 60 days of April 19, 2018.

(8)	Includes options to purchase up to 8,300 shares of our common stock which are exercisable within 60 days of April 19, 2018.

(9)	Includes options to purchase up to 459,313 shares of our common stock which are exercisable within 60 days of April 19,

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(1)

Based on information provided in a Schedule 13G filed by Sanford and Sanford Health on March 23, 2017 (the “Sanford 13G”), consists of 1,059,322 shares of Caladrius common stock over which Sanford and Sanford Health share voting and dispositive power. According to the Sanford 13G, Sanford Health is a wholly owned subsidiary of Sanford. The principal business office of Sanford is: 801 Broadway N Fargo, North Dakota, 58122. The principal business office of Sanford Health is: 1305 W. 18th St., Sioux Falls, South Dakota 57105.

(2)

Based on information provided in an Amendment to Schedule 13G filed by IEA Private Investments Ltd., Mark Siao Hing Pu and Amy Wu Yee on February 14, 2017, consists of 712,678 shares of common stock and warrants to purchase an additional 85,922 shares of common stock, over which IEA Private Investments Ltd., Mark Siao Hing Pu and Amy Wu Yee share voting and dispositive power. The investment and voting decisions of IEA Private Investments Ltd. are made by its board of directors, consisting of Mark Siao Hing Pu and Amy Wu Yee, each of whom, in such capacity, may be deemed to beneficially own such shares. The business address of IEA Private Investments Ltd. is 3003A, ONE Exchange Square, 8 Connaught Place, Central, Hong Kong.

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•	whether the terms of the transaction are fair to the Company and on the same basis as would apply if the transaction did not involve a related party;

•	the business reasons for the Company to enter into the transaction;

•	whether the transaction would impair the independence of an independent director;

•

whether the transaction would present an improper conflict of interest for any director or executive officer, taking into account the size of the transaction, the overall financial position of the director, executive officer or other related party, the direct or indirect nature of the director’s, executive officer’s or other related party’s interest in the transaction and the ongoing nature of any proposed relationship, and any other factors the Audit Committee deems relevant.

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(1)

Amounts shown under “Stock Awards” and “Option Awards” represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718, in accordance with SEC rules. See Note 13 to the Notes to the Consolidated Financial Statements in our 2017 Form 10-K, for a discussion of assumptions made in such valuations. All stock awards, option awards and other shares discussed in this table were issued under the Plan and the 2015 Plan, with a per share price generally equal to the fair market value of a share of our common stock on the date of grant.

(2)	Consisted of (i) a car allowance of $12,000, (ii) $8,100 of Company 401(k) match, and (iii) a life and disability insurance allowance of $5,886.

(3)	Consisted of 2015 bonus of $158,868 approved by the compensation committee after the completion of the Hitachi transaction in March 2016, and the 2016 bonus of $321,716 paid in March 2017.

(4)	Consisted of (i) a car allowance of $12,000, (ii) $8,987 of Company 401(k) match, and (iii) a life and disability insurance allowance of $5,886.

(5)	Consisted of a sign on bonus of $165,000, pursuant to the Amended Employment Agreement dated November 1, 2017 approved by the compensation committee, and the 2017 bonus of $183,501 paid in February 2018.

(6)	Included a sign on bonus of 49,182 common stock valued at $157,874, pursuant to the Amended Employment Agreement dated November 1, 2017 approved by the compensation committee.

(7)	Consisted of 2015 bonus of $53,663 approved by the compensation committee after the completion of the Hitachi transaction in March 2016, and the 2016 bonus of $129,150 paid in March 2017.

(8)	Consisted of $7,860 paid by us on behalf of Dr. Losordo for life insurance.

(9)	Consisted of $8,100 of Company 401(k) match.

(10)	Consisted of 2015 bonus of $41,738 approved by the compensation committee after the completion of the Hitachi transaction in March 2016, and the 2016 bonus of $95,296 paid in March 2017.

(11)	Consisted of $7,950 of Company 401(k) match.

(12)	Effective May 16, 2017, Dr. Preti's employment with the Company was terminated upon the Closing of the Hitachi transaction.

(13)	Consisted of (i) a sign on bonus of $175,000, pursuant to the Amended Employment Agreement dated March 11, 2016.

(14)	Consisted of (i) a $1,375,000 payment simultaneous with the Closing of the Hitachi transaction, and a $533,726 payment

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(15)	Consisted of (i) a sign on bonus of $150,000, pursuant to the Amended Employment Agreement dated March 11, 2016, (ii) 2015 bonus of $215,190 approved by the compensation committee after the completion of the Hitachi transaction in March 2016, and (iii) the 2016 bonus of $196,112 paid in March 2017.

(16)	Consisted of (i) $4,911 of Company 401(k) match, and (ii) a club membership allowance of $1,000.

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**	All option awards were made under and are governed by the terms of the Company’s 2003 Equity Participation Plan, the 2009 or the 2015 Plan.

***	Calculated by multiplying the closing market price of Caladrius’ common stock on December 31, 2017 by the number of shares of restricted stock held by the applicable Named Executive Officer.

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(1)	Consists of options granted to Dr. Mazzo pursuant to the terms of his employment agreement dated as of January 5, 2015 and amended on January 16, 2015, of which all remaining unvested options were vested on May 18, 2017, the change in control date of the PCT sale to Hitachi.

(2)

Consists of options granted to Dr. Mazzo by the Compensation Committee on January 25, 2016, of which all remaining unvested options were vested on May 18, 2017, the change in control date of the PCT sale to Hitachi. The exercise of the options requires stockholder approval of the 2018 Plan by August 30, 2018, and if such stockholder approval is not obtained, the options will be forfeited in total.

(3)	Consists of options granted to Dr. Mazzo by the Compensation Committee, of which are vested. The exercise of the options requires stockholder approval of the 2018 Plan by August 30, 2018, and if such stockholder approval is not obtained, the options will be forfeited in total.

(4)	Consists of options granted to Dr. Mazzo by the Compensation Committee on January 9, 2017, of which all remaining unvested options were vested on May 18, 2017, the change in control date of the PCT sale to Hitachi. The exercise of the options requires stockholder approval of the 2018 Plan by August 30, 2018, and if such stockholder approval is not obtained, the options will be forfeited in total.

(5)	Consists of options granted to Dr. Losordo pursuant to the terms of his employment agreement dated as of July 23, 2013 and effective on August 5, 2013, all of which are vested.

(6)	Consists of options granted to Dr. Losordo by the Compensation Committee on January 2, 2014, all of which are vested.

(7)	Consists of options granted to Dr. Losordo effective on August 1, 2014, all of which are vested.

(8)	Consists of options granted to Dr. Losordo by the Compensation Committee on January 2, 2015, all of which are vested.

(9)	Consists of options granted to Dr. Losordo effective June 2, 2015, of which are vested.

(10)

Consists of options granted to Dr. Losordo by the Compensation Committee on January 25, 2016, of which all remaining unvested options were vested on May 18, 2017, the change in control date of the PCT sale to Hitachi. The exercise of the options requires stockholder approval of the 2018 Plan by August 30, 2018, and if such stockholder approval is not obtained, the options will be forfeited in total.

(11)	Consists of options granted to Dr. Losordo by the Compensation Committee, all of which are vested. The exercise of the options requires stockholder approval of the 2018 Plan by August 30, 2018, and if such stockholder approval is not obtained, the options will be forfeited in total.

(12)

Consists of options granted to Dr. Losordo by the Compensation Committee on January 9, 2017, of which all remaining unvested options were vested on May 18, 2017, the change in control date of the PCT sale to Hitachi. The exercise of the options requires stockholder approval of the 2018 Plan by August 30, 2018, and if such stockholder approval is not obtained, the options will be forfeited in total.

(13)	Consists of options granted to Mr. Talamo pursuant to the terms of his offer letter of employment dated as of June 29, 2011, all of which are vested.

(14)	Consists of options granted to Mr. Talamo by the Compensation Committee on January 4, 2012, all of which are vested.

(15)	Consists of options granted to Mr. Talamo by the Compensation Committee on January 2, 2013, all of which are vested.

(16)	Consists of options granted to Mr. Talamo by the Compensation Committee on January 2, 2014, all of which are vested.

(17)	Consists of options granted to Mr. Talamo effective on August 1, 2014, all of which are vested.

(18)	Consists of options granted to Mr. Talamo by the Compensation Committee on January 2, 2015, all of which are vested.

(19)

Consists of options granted to Mr. Talamo by the Compensation Committee on January 25, 2016, of which all remaining unvested options were vested on May 18, 2017, the change in control date of the PCT sale to Hitachi. The exercise of the options requires stockholder approval of the 2018 Plan by August 30, 2018, and if such stockholder approval is not obtained, the options will be forfeited in total.

(20)	Consists of options granted to Mr. Talamo by the Compensation Committee, all of which are vested. The exercise of the options requires stockholder approval of the 2018 Plan by August 30, 2018, and if such stockholder approval is not obtained, the options will be forfeited in total.

(21)

Consists of options granted to Mr. Talamo by the Compensation Committee on January 9, 2017, of which all remaining unvested options were vested on May 18, 2017, the change in control date of the PCT sale to Hitachi. The exercise of the options requires stockholder approval of the 2018 Plan by August 30, 2018, and if such stockholder approval is not obtained, the options will be forfeited in total.

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(22)	Consists of options granted to Dr. Preti pursuant to the terms of his employment agreement dated as of September 23, 2010 and effective on January 19, 2011, all of which are vested.

(23)	Consists of options granted to Dr. Preti by the Compensation Committee on January 4, 2012, all of which are vested.

(24)	Consists of options granted to Dr. Preti pursuant to the 2012 Option Program, all of which are vested.

(25)	Consists of options granted to Dr. Preti by the Compensation Committee on January 2, 2013, all of which are vested.

(26)	Consists of options granted to Dr. Preti by the Compensation Committee on January 2, 2014, all of which are vested.

(27)	Consists of options granted to Dr. Preti on August 1, 2014, all of which are vested.

(28)	Consists of options granted to Dr. Preti on October 27, 2014, all of which are vested.

(29)	Consists of options granted to Dr. Preti by the Compensation Committee on January 2, 2015, all of which are vested.

(30)	Consists of options granted to Dr. Preti effective June 2, 2015, all of which are vested.

(31)	Consists of options granted to Dr. Preti pursuant to the terms of his employment agreement amendment dated as of December 22, 2015, of which all remaining unvested options were vested on May 18, 2017, the change in control date of the PCT sale to Hitachi.

(32)	Consists of options granted to Dr. Preti by the Compensation Committee on January 25, 2016, of which all remaining unvested options were vested on May 18, 2017, the change in control date of the PCT sale to Hitachi.

(33)	Consists of options granted to Dr. Preti by the Compensation Committee, all of which are vested.

(34)	Consists of options granted to Dr. Preti by the Compensation Committee on January 9, 2017, of which all remaining unvested options were vested on May 18, 2017, the change in control date of the PCT sale to Hitachi.

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(1)

Amounts shown under “Stock Awards", "Restricted Stock Unit Awards" and "Option Awards” represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718, in accordance with SEC rules. See Note 13 to the Notes to the Consolidated Financial Statements in our 2017 Form 10-K for a discussion of assumptions made in such valuations. All stock awards, option awards and other shares discussed in this table were issued under Caladrius' 2003 Equity Participation Plan, the 2009 Plan, or the 2015 Plan, with a per share price generally equal to the fair market value of a share of our common stock on the date of grant.

(2)

In fiscal 2017, Dr. Brown was granted 1,650 shares of common stock, all of which were vested, 2,565 shares of restricted stock unit awards, none of which were vested, and options to purchase 2,750 shares of our common stock, all of which were vested. Further vesting of the restricted stock unit awards requires stockholder approval of the 2018 Plan by August 30, 2018 to transfer the restricted stock unit awards from the 2015 Plan to the 2018 Plan, and if such stockholder approval is not obtained, the restricted stock unit awards will be forfeited in total.

(3)

In fiscal 2017, Mr. Myers was granted 1,650 shares of common stock, all of which were vested, 2,565 shares of restricted stock unit awards, none of which were vested, and options to purchase 2,750 shares of our common stock, all of which were vested. Further vesting of the restricted stock unit awards requires stockholder approval of the 2018 Plan by August 30, 2018 to transfer the restricted stock unit awards from the 2015 Plan to the 2018 Plan, and if such stockholder approval is not obtained, the restricted stock unit awards will be forfeited in total.

(4)

In fiscal 2017, Mr. Klosk was granted 1,650 shares of common stock, all of which were vested, 2,565 shares of restricted stock unit awards, none of which were vested, and options to purchase 2,750 shares of our common stock, all of which were vested. Further vesting of the restricted stock unit awards requires stockholder approval of the 2018 Plan by August 30, 2018 to transfer the restricted stock unit awards from the 2015 Plan to the 2018 Plan, and if such stockholder approval is not obtained, the restricted stock unit awards will be forfeited in total.

(5)

In fiscal 2017, Dr. Traber was granted 1,650 shares of common stock, all of which were vested, 2,565 shares of restricted stock unit awards, none of which were vested, and options to purchase 2,750 shares of our common stock, all of which were vested. Further vesting of the restricted stock unit awards requires stockholder approval of the 2018 Plan by August 30, 2018 to transfer the restricted stock unit awards from the 2015 Plan to the 2018 Plan, and if such stockholder approval is not obtained, the restricted stock unit awards will be forfeited in total.

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(6)	In fiscal 2017, Mr. Berman was granted 1,650 shares of common stock, all of which were vested, and options to purchase 2,750 shares of our common stock, all of which were vested. Mr. Berman served on the Caladrius Board until May 16, 2017.

(7)	In fiscal 2017, Mr. Wei was granted 1,650 shares of common stock, all of which were vested, and options to purchase 2,750 shares of our common stock, all of which were vested. Mr. Wei served on the Caladrius Board until May 16, 2017.

•	an annual cash retainer for each non-employee director of $40,000;

•	an additional annual cash compensation retainer of $30,000 for the non-executive chair;

•	an annual cash retainer for serving as chairperson of a committee as follows: Audit ($18,000); Compensation ($12,000); Nominating and Governance ($9,000); Science and Technology ($9,000);

•	an annual cash retainer for serving as a member of a committee as follows: Audit ($8,000); Compensation ($6,000); Nominating and Governance ($4,500); and Science and Technology ($4,500);

•	new non-employee directors receive an initial grant of restricted stock with a black scholes value of $60,000 with the number of shares to be issued on the grant date calculated based on the grant date fair value with one-third vesting annually on each of the first, second and third anniversaries of the grant date;

•	an annual equity grant on the second Monday in January a grant of restricted stock with a value of $30,000, vesting at one year from the grant date.

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