X0303 4 2011-06-01 0 0000883975 STEMCELLS INC STEM 0001257780 KOSHY GEORGE C/O STEMCELLS, INC. 3155 PORTER DRIVE PALO ALTO CA 94304 0 0 0 1 chief accounting officer Common Stock 2011-06-01 4 F 0 9170 0.6579 D 159166 D Common Stock 43539 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) 75,000 restricted stock units, with 25,000 vesting on each of June 1, 2012, June 1, 2013 and June 1, 2014 and (2) 27,800 restricted stock units, with 13,900 vesting on each of May 15, 2012 and May 15, 2013. Shares held in 401(k) account, in accordance with issuer's employer-match policies. /s/ Ken Stratton, attorney-in-fact 2011-06-03