X0304 4 2012-01-27 0 0000883975 STEMCELLS INC STEM 0001257780 KOSHY GEORGE C/O STEMCELLS, INC. 7707 GATEWAY BLVD, STE 140 NEWARK CA 94560 0 0 0 1 chief accounting officer Common Stock 2012-01-27 4 A 0 40000 0.00 A 55917 D Common Stock 7712 I By 401(k) Plan Restricted stock units, with 1/4 vesting on each of the four anniversaries following the grant. Includes (1) 40,000 restricted stock units, with 10,000 of this vesting on each of January 27, 2013, January 27, 2014, January 27, 2015, and January 27, 2016; (2) 7,500 restricted stock units, with 2,500 of this vesting on each of June 1, 2012, June 1, 2013 and June 1, 2014; and (3) 2,780 restricted stock units, with 1,390 of this vesting on each of May 15, 2012 and May 15, 2013. Amounts reflect automatic adjustments under applicable benefit plans triggered by issuer's 1 for 10 reverse stock split. Shares held in 401(k) account, in accordance with issuer's employer-match policies. /s/ Ken Stratton, attorney-in-fact 2012-02-01