Microbot Medical Inc. — Director's Dealing 2015

Jan 10, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STEMCELLS INC (STEM)
CIK: 0000883975
Period of Report: 2015-01-08

Reporting Person: Stratton Kenneth Blair (General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-01-08	Common Stock	A	240000	$0.00	Acquired	619549	Direct
2015-01-08	Common Stock	A	80000	$0.00	Acquired	699549	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	21013	Indirect

Footnotes

F1: Restricted stock units, with 1/3 vesting on each of January 8, 2016, January 8, 2017, and January 9, 2018.

F2: Includes (1) 210,000 restricted stock units, with 70,000 of these vesting on each of May 24, 2015, May 24, 2016, and May 24, 2017; (2) 65,000 restricted stock units, with 32,500 of these vesting on each of January 27, 2015 and January 27, 2016; and (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.

F3: Restricted stock units, with performance based vesting set by the issuer's Board of Directors and tied to the timely and successful conduct and completion of the issuer's Phase II clinical studies in dry AMD and spinal cord injury.

F4: Includes (1) 210,000 restricted stock units, with 70,000 of these vesting on each of May 24, 2015, May 24, 2016, and May 24, 2017; (2) 65,000 restricted stock units, with 32,500 of these vesting on each of January 27, 2015 and 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.

F5: Includes shares held in 401(k) account in accordance with issuer's employer-match policies.