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: GREENWOOD DAVID (Director, President, Interim CEO, CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-20	Common Stock	A	50000	—	Acquired	674998	Direct
2011-05-20	Common Stock	A	77500	—	Acquired	752498	Direct
2011-05-20	Common Stock	A	20000	—	Acquired	772498	Direct
2011-05-20	Common Stock	A	20000	—	Acquired	792498	Direct
2011-05-24	Common Stock	S	4462	$4.47	Disposed	788036	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	100000	Acquired	2021-05-20	Common Stock (100000)	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 19 months until the achievement of certain performance milestone critiera in connection with the Company's GRN1005 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 critiera in connection with the Company's GRN1005 program.

F5: 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.

F6: Shares sold for payment of payroll tax withholdings in connection with vesting of restricted stock award.