Microbot Medical Inc. — Director's Dealing 2011

Jun 3, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STEMCELLS INC (STEM)
CIK: 0000883975
Period of Report: 2011-06-01

Reporting Person: Stratton Kenneth Blair (General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-06-01	Common Stock	F	18340	$0.6579	Disposed	275289	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	10272	Indirect

Footnotes

F1: This is recorded as a Code F disposition because the shares were used by the reporting person to pay a tax liability incurred by him from the delivery of shares incident to the vesting of restricted stock units.

F2: Includes (1) 150,000 restricted stock units, with 50,000 vesting on each of June 1, 2012, June 1, 2013, and June 1, 2014 and (2) 46,666 restricted stock units, with 23,333 vesting on each of May 15, 2012 and May 15, 2013.

F3: Includes shares held in 401(k) account in accordance with issuer's employer-match policies.