X0304 4 2012-01-20 0 0000883975 STEMCELLS INC STEM 0001230631 MCGLYNN MARTIN M C/O STEMCELLS, INC. 7707 GATEWAY BLVD, STE 140 NEWARK CA 94560 1 1 0 0 President & CEO Common Stock 2012-01-20 4 F 0 16709 0.81 D 133313 D Common Stock 6414 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) 80,000 restricted stock units, with 40,000 of this grant vesting on each of June 25, 2012 and June 25, 2013 and (2) 11,734 restricted stock units, with 5,867 of this grant 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 2012-01-24