SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
SCHWARTZ JOHN J
(Last) (First) (Middle)
C/O STEMCELLS, INC.
3155 PORTER DRIVE
(Street)
PALO ALTO CA 94304
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
STEMCELLS INC [ STEM ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/02/2009
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 04/02/2009 M 88,164 A $0.25 88,164 D
Common Stock 04/02/2009 S 88,164 D $1.6749 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $0.25 04/02/2009 M 573 (1) 11/02/2011 Common Stock 573 $0.00 0 D
Stock Option (right to buy) $0.25 04/02/2009 M 2,701 (1) 12/31/2011 Common Stock 2,701 $0.00 0 D
Stock Option (right to buy) $0.25 04/02/2009 M 554 (1) 02/12/2012 Common Stock 554 $0.00 0 D
Stock Option (right to buy) $0.25 04/02/2009 M 628 (1) 02/20/2012 Common Stock 628 $0.00 0 D
Stock Option (right to buy) $0.25 04/02/2009 M 4,654 (1) 03/31/2012 Common Stock 4,654 $0.00 0 D
Stock Option (right to buy) $0.25 04/02/2009 M 852 (1) 05/02/2012 Common Stock 852 $0.00 0 D
Stock Option (right to buy) $0.25 04/02/2009 M 6,387 (1) 06/28/2012 Common Stock 6,387 $0.00 0 D
Stock Option (right to buy) $0.25 04/02/2009 M 1,261 (1) 07/18/2012 Common Stock 1,261 $0.00 0 D
Stock Option (right to buy) $0.25 04/02/2009 M 2,459 (1) 09/16/2012 Common Stock 2,459 $0.00 0 D
Stock Option (right to buy) $0.25 04/02/2009 M 17,500 (1) 09/30/2012 Common Stock 17,500 $0.00 0 D
Stock Option (right to buy) $0.25 04/02/2009 M 1,429 (1) 10/24/2002 Common Stock 1,429 $0.00 0 D
Stock Option (right to buy) $0.25 04/02/2009 M 1,613 (1) 12/19/2012 Common Stock 1,613 $0.00 0 D
Stock Option (right to buy) $0.25 04/02/2009 M 10,417 (1) 12/31/2012 Common Stock 10,417 $0.00 0 D
Stock Option (right to buy) $0.25 04/02/2009 M 1,667 (1) 01/14/2013 Common Stock 1,667 $0.00 0 D
Stock Option (right to buy) $0.25 04/02/2009 M 2,143 (1) 03/21/2013 Common Stock 2,143 $0.00 0 D
Stock Option (right to buy) $0.25 04/02/2009 M 12,500 (1) 03/31/2013 Common Stock 12,500 $0.00 0 D
Stock Option (right to buy) $0.25 04/02/2009 M 7,624 (1) 06/30/2013 Common Stock 7,624 $0.00 0 D
Stock Option (right to buy) $0.25 04/02/2009 M 6,699 (1) 09/30/2003 Common Stock 6,699 $0.00 0 D
Stock Option (right to buy) $0.25 04/02/2009 M 6,503 (1) 12/31/2013 Common Stock 6,503 $0.00 0 D
Explanation of Responses:
1. Non-qualified option granted as compensation for service on the issuer's Board of Directors and for attendance at Board meetings. Non-employee directors have sometimes received compensation in the form of options to purchase shares of the issuer's common stock at below market prices ($0.25 per share), in lieu of cash payments of $4,500 quarterly ($8,750 quarterly for service of the Chairman of the Board), $1,500 per Board meeting attended in person or by videoconference and $500 per meeting attended by telephone. The number of shares for each such option grant was calculated using the closing price of the issuer's common stock for the date of a Board meeting or, with respect to the quarterly retainer payments, the closing price for the last business day of the quarter, less the option price of $0.25 per share. The options so issued were fully vested upon issuance.
Remarks:
/s/ John J. Schwartz by Ken Stratton, Attorney-in-Fact 04/06/2009
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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