Microbot Medical Inc. — Director's Dealing 2012

Feb 1, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STEMCELLS INC (STEM)
CIK: 0000883975
Period of Report: 2012-01-27

Reporting Person: TSUKAMOTO ANN (EVP, Research and Development)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-27	Common Stock	A	130000	$0.00	Acquired	198569	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2284	Indirect
Common Stock	8853	Indirect

Footnotes

F1: Restricted stock units, with 1/3 vesting on January 27, 2013, 1/3 vesting on January 27, 2014 and 1/3 vesting on January 27, 2015.

F2: Includes (1) 130,000 restricted stock units, with 43,333 vesting on each of January 27, 2013, January 27, 2014 and January 27, 2015; (2) 46,667 restricted stock units, with 23,333 vesting on each of June 1, 2012 and June 1, 2013; and (3) 4,667 restricted stock units, with 2,333 vesting on each of May 15, 2012 and May 15, 2013. Amounts reflect automatic adjustments under applicable benefit plans triggered by issuer's 1 for 10 reverse stock split.

F3: 2,284 shares held in trust as to which Dr. Tsukamoto disclaims beneficial ownership. Amounts reflect automatic adjustments triggered by issuer's 1 for 10 reverse stock split.

F4: Shares held in 401(k) account in accordance with issuer's employer-match policies.