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: 2012-01-27

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-01-08	Common Stock	A	250000	$0.00	Acquired	627506	Direct
2015-01-08	Common Stock	A	100000	$0.00	Acquired	727506	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3643	Indirect
Common Stock	26490	Indirect

Footnotes

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

F2: Includes (1) 210,000 restricted stock units, with 70,000 of these vesting on each of June 6, 2015, June 6, 2026, and June 6, 2017; (2) 43,333 restricted stock units vesting on January 27, 2015; and (3) 250,000 restricted stock units, with 83,333 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 June 6, 2015, June 6, 2026, and June 6, 2017; (2) 43,333 restricted stock units vesting on January 27, 2015; (3) 250,000 restricted stock units, with 83,333 of these vesting on each of January 8, 2016, January 8, 2017, and January 8, 2018; and (4) 100,000 restricted stock units with performance based vesting.

F5: 2,284 shares held in trust as to which Dr. Tsukamoto disclaims beneficial ownership.

F6: Shares held in 401(k) account in accordance with issuer's employer-match policies.