Microbot Medical Inc. — Director's Dealing 2015

Dec 30, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STEMCELLS INC (STEM)
CIK: 0000883975
Period of Report: 2015-12-29

Reporting Person: Stratton Kenneth Blair (General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-12-29	Common Stock	S	104549	$0.4512	Disposed	556525	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	36081	Indirect

Footnotes

F1: The $0.4512 per share price was the weighted average price of open market sales by Mr. Stratton on 12/29/2015. Actual prices ranged from $0.4411 per share to $0.4699 per share. Mr. Stratton will provide full information about the number of shares sold at each price, upon request by the SEC, the issuer or any security holder of the issuer.

F2: Includes (1) 140,000 restricted stock units, with 70,000 of these vesting on each of May 24, 2016 and May 24, 2017; (2) 32,500 restricted stock units vesting on January 27, 2016; (3) 240,000 restricted stock units, with 80,000 of these vesting on each of January 8, 2016, January 8, 2017 and January 8, 2018; and (4) 80,000 restricted stock units with performance based vesting.

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