X0303 4 2011-05-20 0000886744 GERON CORP GERN 0001187021 EARP DAVID C/O GERON CORPORATION 230 CONSTITUTION DRIVE MENLO PARK CA 94025 0 1 0 0 SVP Bus Dev, Chief Patnt Couns Common Stock 2011-05-20 4 A 0 25000 0 A 453298 D Common Stock 2011-05-20 4 A 0 59500 0 A 512798 D Common Stock 2011-05-20 4 A 0 5000 0 A 517798 D Common Stock 2011-05-20 4 A 0 5000 0 A 522798 D Common Stock 2011-05-24 4 S 0 2975 4.47 D 519823 D Employee Stock Option (right to buy) 4.65 2011-05-20 4 A 0 50000 0 A 2021-05-20 Common Stock 50000 50000 D 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, 2011. 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 over two years, during which time the repurchase right will lapse with respect to 50% of such shares on each anniversary date of 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. The shares of restricted stock will remain subject to a reacquisition right of Geron over 19 months until the achievement of certain performance milestone critiera in connection with the Company's GRN1005 program. The shares of restricted stock will remain subject to a reacquisition right of Geron over three years until the achievement of certain performance milestone critiera in connection with the Company's GRN1005 program. This option is exercisable in a series of 48 consecutive equal monthly installments commencing May 20, 2011, provided the optionee continues to provide services to the Company. Shares sold for payment of payroll tax withholdings in connection with vesting of restricted stock award. /s/ Olivia Bloom for David J. Earp 2011-05-24