Microbot Medical Inc. — Director's Dealing 2016

Mar 21, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STEMCELLS INC (STEM)
CIK: 0000883975
Period of Report: 2016-03-14

Reporting Person: SCHIFFMAN GREGORY T (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-14	Common Stock	A	166000	$0.30	Acquired	879717	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-03-14	Series A Warrants (right to buy)	$0.30	A	83000	Acquired	2018-03-14	Common Stock (83000)	Direct
2016-03-14	Series B Warrants (right to buy)	$0.42	A	124500	Acquired	2022-03-14	Common Stock (124500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	21211	Indirect

Footnotes

F1: Represents common shares purchased by the reporting person in an underwritten public offering by the issuer, in which investors acquired a fixed ratio of common stock at a purchase price of $0.2999998 per share, Series A common stock warrants at a purchase price of $0.0000001 per Series A warrant, and Series B common stock warrants at a purchase price of $0.0000001 per Series B warrant.

F2: Includes (1) 175,000 restricted stock units, with 87,500 of these vesting on each of January 1, 2017 and January 1, 2018; and (2) 118,666 restricted stock units, with 59,333 of these vesting on each of January 8, 2017 and January 8, 2018; and (3) 250,000 restricted stock units with performance based vesting.

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

F4: Represents warrants purchased by the reporting person in an underwritten public offering by the issuer, in which investors acquired a fixed ratio of common stock at a purchase price of $0.2999998 per share, Series A common stock warrants at a purchase price of $0.0000001 per Series A warrant, and Series B common stock warrants at a purchase price of $0.0000001 per Series B warrant.

F5: The Series B Warrants issued in the issuer's underwritten public offering on March 14, 2016 will become exercisable upon the later of (i) issuer's receipt of stockholder approval to effect a reverse stock split so as to permit the exercise in full of the outstanding Series B Warrants and (ii) 12 months from the date of issuance, and will expire five years from the date on which such Series B Warrants become exercisable.