Microbot Medical Inc. — Director's Dealing 2010

Jul 2, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STEMCELLS INC (STEM)
CIK: 0000883975
Period of Report: 2010-06-25

Reporting Person: MCGLYNN MARTIN M (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-06-25	Common Stock	A	1200000	$0.00	Acquired	1550648	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-06-25	Stock Option (right to purchase)	$1.05	A	300000	Acquired	2020-06-25	Common Stock (300000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	40895	Indirect

Footnotes

F1: Includes (1) 1,200,000 restricted stock units, with 400,000 of this grant vesting on each of June 25, 2011, June 25, 2012 and June 25, 2013; (2) 176,000 restricted stock units, with 58,667 of this grant vesting on each of May 15, 2011, May 15, 2012 and May 15, 2013; and (3) 137,500 restricted stock units vesting on March 10, 2011.

F2: Shares held in 401(k) account in accordance with issuer's employer-match policies.

F3: Employee stock option; vests 1/4 on the first anniversary of the grant and 1/48 per month thereafter.