X0306 4 2016-01-18 0 0000883975 STEMCELLS INC STEM 0001379281 Massey Ian J C/O STEMCELLS, INC. 7707 GATEWAY BLVD, STE 140 NEWARK CA 94560 0 1 0 0 Chief Executive Officer Common Stock 2016-01-18 4 A 0 1250000 0.00 A 2000000 D Common Stock 17059 I By 401(k) Plan 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 study in spinal cord injury. Consists of 2,000,000 restricted stock units with performance based vesting. Includes shares held in 401(k) account in accordance with issuer's employer-match policies. /s/ Ken Stratton, attorney-in-fact 2016-01-20