X0303 4 2009-05-29 0000886744 GERON CORP GERN 0001187021 EARP DAVID C/O GERON CORPORATION 230 CONSTIUTUTION DRIVE MENLO PARK CA 94025 0 1 0 0 SVP Bus Dev, Chief Patnt Couns Common Stock 2009-05-29 4 S 0 2277 6.35 D 126251 D Common Stock 2009-05-29 4 A 0 25000 0 A 151251 D Common Stock 2009-05-29 4 A 0 40000 0 A 191251 D Stock Option (right to buy) 6.52 2009-05-29 4 A 0 50000 6.52 A 2019-05-29 Common Stock 50000 656250 D Stock Option (right to buy) 6.52 2009-05-29 4 A 0 35000 6.52 A 2019-05-29 Common Stock 35000 691250 D Stock Option (right to buy) 6.52 2009-05-29 4 A 0 20000 6.52 A 2019-05-29 Common Stock 20000 711250 D Stock Option (right to buy) 6.52 2009-05-29 4 A 0 25000 6.52 A 2019-05-29 Common Stock 25000 736250 D Shares sold in payment of payroll tax withholdings in connection with vesting of restricted stock award. The shares of restricted stock will remain subject to a repurchase right of Geron over four years, during such time the repurchase right will lapse with respect to 25% of such shares on each anniversary date of May 28, 2009. The lapse of Geron's repurchase right is conditioned on the employee continuing to provide services to Geron through each vesting date. The shares of restricted stock will remain subject to a repurchase right of Geron until May 28, 2010, at which time such repurchase right will lapse with respect to 25% of such shares. Geron's repurchase right will lapse with respect to the balance of the shares on May 28, 2011. The lapse of Geron's repurchase right is conditioned on the employee continuing to provide services to Geron through each vesting date. This option is exercisable in a series of 48 consecutive equal monthly installments commencing May 29, 2009, provided the optionee continues to provide services to the Company. Balance reflects expiration of options during 2009. This option is exercisable in a series of 24 consecutive equal monthly installments commencing April 13, 2009, provided the optionee continues to provide services to the Company. This option is exercisable in a series of 24 consecutive equal monthly installments commencing October 2, 2009, provided the optionee continues to provide services to the Company. This option is exercisable in a series of 24 consecutive equal monthly installments commencing December 18, 2009, provided the optionee continues to provide services to the Company. /s/ Olivia Bloom for David Earp 2009-06-01