GERON CORP — Director's Dealing 2011

May 23, 2011

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: GERON CORP (GERN)
CIK: 0000886744
Period of Report: 2011-05-11

Reporting Person: Nallicheri Melanie I (SVP Corp Dev)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	15000	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (right to buy)	$4.90	2021-04-20	Common Stock (100000)		Direct

Footnotes

F1: The shares of restricted stock will remain subject to a repurchase right of Geron until April 1, 2013, at which time such repurchase right will lapse. The lapse of Geron's repurchase right is conditioned on the executive continuing to provide services to Geron until the full vesting date of April 1, 2013.

F2: This option is exercisable in a series of installments commencing on April 1, 2011 with one-eighth (1/8) of the total number of shares vesting after six (6) months, and the balance of option shares vesting in a series of forty-two (42) equal and consecutive monthly installments of whole shares over the period thereafter, provided the optionee continues to provide services to the Company.