GERON CORP — Director's Dealing 2011

May 13, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: FRITZKY EDWARD V (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-11	Common Stock	A	4073	—	Acquired	171458	Direct
2011-05-11	Common Stock	A	7000	—	Acquired	178458	Direct
2011-05-11	Common Stock	A	2500	—	Acquired	180958	Direct
2011-05-11	Common Stock	A	7500	—	Acquired	188458	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-11	Stock Option (right to buy)	$4.91	A	14000	Acquired	2021-05-11	Common Stock (14000)	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 11, 2011 of $4.91 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 the earlier of each anniversary date of May 11, 2011 or the annual stockholders meeting date in that year. The lapse of Geron's repurchase right is conditioned on the director continuing to provide services to Geron through each vesting date.

F3: 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 July 10, 2011. The lapse of Geron's repurchase right is conditioned on the director continuing to provide services to Geron through each vesting date.

F4: 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 19, 2011. The lapse of Geron's repurchase right is conditioned on the director continuing to provide services to Geron through each vesting date.