GERON CORP — Director's Dealing 2009

Jun 1, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Benedetti Fabio M (SVP, Chief Med Off, Oncology)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-05-29	Common Stock	S	2277	$6.35	Disposed	38060	Direct
2009-05-29	Common Stock	A	17500	—	Acquired	55560	Direct
2009-05-29	Common Stock	A	25000	—	Acquired	80560	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	35000	Acquired	2019-05-29	Common Stock (35000)	Direct

Footnotes

F1: Shares sold in payment of payroll tax withholdings in connection with vesting of restricted stock award.

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 employee 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 employee continuing to provide services to Geron through each vesting date.

F4: This option is exercisable in a series of 48 consecutive equal monthly installments commencing May 29, 2009 provided the optionee continues to provide services to the Company.