GERON CORP — Director's Dealing 2010

May 21, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GERON CORP (GERN)
CIK: 0000886744
Period of Report: 2010-05-19

Reporting Person: FRITZKY EDWARD V (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-05-19	Common Stock	A	3781	$5.29	Acquired	116135	Direct
2010-05-19	Common Stock	A	6250	—	Acquired	122385	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-05-19	Stock Option (right to buy)	$5.29	A	12500	Acquired	2020-05-19	Common Stock (12500)	Direct
2010-05-19	Stock Option (right to buy)	$5.29	A	5000	Acquired	2020-05-19	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 19, 2010 of $5.29 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, 2010. The lapse of Geron's repurchase right is conditioned on the director continuing to provide services to Geron through each vesting date.

F3: This option is exercisable in a series of 24 consecutive equal monthly installments commencing July 11, 2010, provided the optionee continues to provide services to the Company.