X0305 4 2012-05-15 0 0000883975 STEMCELLS INC STEM 0001461320 Stratton Kenneth Blair C/O STEMCELLS, INC. 7707 GATEWAY BLVD, STE 140 NEWARK CA 94560 0 1 0 0 General Counsel Common Stock 2012-05-15 4 F 0 856 0.85 D 156673 D Common Stock 6086 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) 130,000 restricted stock units, with 32,500 of this vesting on each of January 27, 2013, January 27, 2014, January 27, 2015, and January 27, 2016; (2) 15,000 restricted stock units, with 5,000 vesting on each of June 1, 2012, June 1, 2013, and June 1, 2014 and (3) 2,333 restricted stock units vesting on May 15, 2013. Includes shares held in 401(k) account in accordance with issuer's employer-match policies. /s/ Ken Stratton 2012-05-16