Microbot Medical Inc. — Director's Dealing 2010

Feb 12, 2010

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: STEMCELLS INC (STEM)
CIK: 0000883975
Period of Report: 2009-12-31

Reporting Person: WEISSMAN IRVING (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-12-30	Common Stock	G	154320	$0.00	Disposed	339416	Direct
2009-12-30	Common Stock	G	85032	$0.00	Acquired	190111	Indirect

Footnotes

F1: This transaction involved gifts of securities by the reporting person to his children and grandchildren, either directly or to trusts established for thier benefit, as well as to certain charitable organizations.

F2: Includes 10,000 restricted stock units, vesting 100% on October 1, 2010, the one year anniversary of the grant.

F3: This transaction involved gifts of securities by the reporting person to trusts established for the benefit of either a family member of his or a minor who shares the reporting person's household. The reporting person disclaims beneficial ownership of the shares held in these trusts, and this report should not be deemed an admission that the reporting person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.

F4: 190,111 shares held in trust as to which Dr. Weissman disclaims beneficial ownership.