X0303 4 2011-06-01 0 0000883975 STEMCELLS INC STEM 0001461320 Stratton Kenneth Blair C/O STEMCELLS, INC. 3155 PORTER DRIVE PALO ALTO CA 94304 0 1 0 0 General Counsel Common Stock 2011-06-01 4 F 0 18340 0.6579 D 275289 D Common Stock 10272 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 him from the delivery of shares incident to the vesting of restricted stock units. Includes (1) 150,000 restricted stock units, with 50,000 vesting on each of June 1, 2012, June 1, 2013, and June 1, 2014 and (2) 46,666 restricted stock units, with 23,333 vesting on each of May 15, 2012 and May 15, 2013. Includes shares held in 401(k) account in accordance with issuer's employer-match policies. /s/ Ken Stratton 2011-06-03