X0303 4 2011-06-01 0 0000883975 STEMCELLS INC STEM 0001230632 TSUKAMOTO ANN C/O STEMCELLS, INC. 3155 PORTER DRIVE PALO ALTO CA 94304 0 1 0 0 EVP, Research and Development Common Stock 2011-06-01 4 F 0 108919 0.6579 D 685681 D Common Stock 22834 I family trust Common Stock 54866 I By 401(k) Plan This is recorded as a Code F disposition because the shares were used by the reporting person to pay a tax liability incurred by her from the delivery of shares incident to the vesting of restricted stock units. Includes (1) 466,666 restricted stock units, with 233,333 vesting on each of June 1, 2012 and June 1, 2013 and (2) 46,666 restricted stock units, with 23,333 vesting on each of May 15, 2012 and May 15, 2013. 22,834 shares held in trust as to which Dr. Tsukamoto disclaims beneficial ownership. Shares held in 401(k) account in accordance with issuer's employer-match policies. /s/ Ken Stratton, attorney-in-fact 2011-06-03