GERON CORP — Director's Dealing 2009

Jun 2, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GERON CORP (GERN)
CIK: 0000886744
Period of Report: 2009-05-29

Reporting Person: KILEY THOMAS (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-05-29	Common Stock	A	3067	$6.52	Acquired	122463	Direct
2009-05-29	Common Stock	A	5625	—	Acquired	128088	Direct
2009-05-29	Common Stock	A	20000	—	Acquired	148088	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-05-29	Stock Option (right to buy)	$6.52	A	11250	Acquired	2019-05-29	Common Stock (11250)	Direct
2009-05-29	Stock Option (right to buy)	$6.52	A	5000	Acquired	2019-05-29	Common Stock (5000)	Direct

Footnotes

F1: Shares issued in lieu of cash payment for annual board of directors retainer fee. Number of shares issued based on close price on May 29, 2009 of $6.52 per share.

F2: The shares of restricted stock will remain subject to a repurchase right of Geron over four years, during such time the repurchase right will lapse with respect to 25% of such shares on each anniversary date of May 28, 2009. The lapse of Geron's repurchase right is conditioned on the director continuing to provide services to Geron through each vesting date.

F3: The shares of restricted stock will remain subject to a repurchase right of Geron until May 28, 2010, at which time such repurchase right will lapse with respect to 25% of such shares. Geron's repurchase right will lapse with respect to the balance of the shares on May 28, 2011. The lapse of Geron's repurchase right is conditioned on the director continuing to provide services to Geron through each vesting date.

F4: Balance reflects expiration of options during 2008.

F5: This option is exercisable in a series of 24 consecutive equal monthly installments commencing September 14, 2009, provided the optionee continues to provide services to the Company.