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: Nallicheri Melanie I (SVP Corp Dev)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-20	Common Stock	A	10000	—	Acquired	25000	Direct
2011-05-20	Common Stock	A	40000	—	Acquired	65000	Direct
2011-05-20	Common Stock	A	60000	—	Acquired	125000	Direct
2011-05-20	Common Stock	A	60000	—	Acquired	185000	Direct
2011-05-20	Common Stock	A	5000	—	Acquired	190000	Direct
2011-05-20	Common Stock	A	5000	—	Acquired	195000	Direct

Footnotes

F1: 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.

F2: 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.

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 strategic initiatives.

F4: 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.

F5: 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.

F6: 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.