X0306 4 2015-01-08 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 2015-01-08 4 A 0 1255500 0.00 A 2274391 D Common Stock 2015-01-08 4 A 0 418500 0.00 A 2692891 D Common Stock 22921 I By 401(k) plan Restricted stock units, with 1/3 vesting on each of January 8, 2016, January 8, 2017, and January 8, 2018. Includes (1) 525,000 restricted stock units, with 175,000 of these vesting on each of June 14, 2015, June 14, 2016, and June 14, 2017; (2) 135,333 restricted stock units vesting on January 27, 2015, and (3) 1,255,500 restricted stock units, with 418,500 of these vesting on each of January 8, 2016, January 8, 2017 and January 8, 2018. Restricted stock units, with performance based vesting set by the issuer's Board of Directors and tied to the timely and successful conduct and completion of the issuer's Phase II clinical studies in dry AMD and spinal cord injury. Includes (1) 525,000 restricted stock units, with 175,000 of these vesting on each of June 14, 2015, June 14, 2016, and June 14, 2017; (2) 135,333 restricted stock units vesting on January 27, 2015; (3) 1,255,500 restricted stock units, with 418,500 of these vesting on each of January 8, 2016, January 8, 2017 and January 8, 2018; and (4) 418,500 restricted stock units with performance based vesting. Shares held in 401(k) account in accordance with issuer's employer-match policies. /s/ Ken Stratton, attorney-in-fact 2015-01-09