Microbot Medical Inc. — Director's Dealing 2011

May 20, 2011

SEC Form 4/A — Form 4/A

Issuer: STEMCELLS INC (STEM)
CIK: 0000883975
Period of Report: 2011-05-15

Reporting Person: KOSHY GEORGE (chief accounting officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-15	Common Stock	F	5098	$0.77	Disposed	168336	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	43029	Indirect

Footnotes

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

F2: Includes 27,800 restricted stock units, with 13,900 vesting on each of May 15, 2012 and May 15, 2013.

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