GERON CORP — Director's Dealing 2011

May 24, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GERON CORP (GERN)
CIK: 0000886744
Period of Report: 2011-05-20

Reporting Person: Bloom Olivia Kyusuk (VP, Chief Acctg Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-20	Common Stock	A	25000	—	Acquired	91008	Direct
2011-05-20	Common Stock	A	16000	—	Acquired	107008	Direct
2011-05-20	Common Stock	A	10000	—	Acquired	117008	Direct
2011-05-20	Common Stock	A	10000	—	Acquired	127008	Direct
2011-05-20	Common Stock	A	10000	—	Acquired	137008	Direct
2011-05-20	Common Stock	A	20000	—	Acquired	157008	Direct
2011-05-20	Common Stock	A	5000	—	Acquired	162008	Direct
2011-05-20	Common Stock	A	5000	—	Acquired	167008	Direct
2011-05-24	Common Stock	S	1200	$4.47	Disposed	165808	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-20	Employee Stock Option (right to buy)	$4.65	A	50000	Acquired	2021-05-20	Common Stock (50000)	Direct

Footnotes

F1: 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, 2011. The lapse of Geron's repurchase right is conditioned on the employee continuing to provide services to Geron through each vesting date.

F2: The shares of restricted stock will remain subject to a repurchase right of Geron over two years, during which time the repurchase right will lapse with respect to 50% of such shares on each anniversary date of 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.

F3: The shares of restricted stock will remain subject to a reacquisition right of Geron over three years until the achievement of certain performance milestone criteria in connection with the Company's imetelstat program.

F4: The shares of restricted stock will remain subject to a reacquisition right of Geron over three years until the achievement of certain performance milestone criteria in connection with the Company's GRNOPC1 program.

F5: The shares of restricted stock will remain subject to a reacquisition right of Geron over three years until the achievement of certain performance milestone criteria in connection with the Company's strategic initiatives.

F6: The shares of restricted stock will remain subject to a reacquisition right of Geron over three years until the Company's common stock price exceeds certain thresholds.

F7: The shares of restricted stock will remain subject to a reacquisition right of Geron over 19 months until the achievement of certain performance milestone critiera in connection with the Company's GRN1005 program.

F8: The shares of restricted stock will remain subject to a reacquisition right of Geron over three years until the achievement of certain performance milestone critiera in connection with the Company's GRN1005 program.

F9: This option is exercisable in a series of 48 consecutive equal monthly installments commencing May 20, 2011, provided the optionee continues to provide services to the Company.

F10: Shares sold for payment of payroll tax withholdings in connection with vesting of restricted stock award.