FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * KOSHY GEORGE   2. Issuer Name and Ticker or Trading Symbol STEMCELLS INC [STEM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) __X__ Other (specify below) chief accounting officer (Last) (First) (Middle) C/O STEMCELLS, INC., 7707 GATEWAY BLVD, STE 140 3. Date of Earliest Transaction (Month/Day/Year) 01/08/2015 (Street) NEWARK, CA 94560 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 01/08/2015   A   195,000 A $ 0 (1) 333,588 (2) D   Common Stock 01/08/2015   A   65,500 A $ 0 (3) 399,088 (4) D   Common Stock               24,926 (5) I By 401(k) Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
KOSHY GEORGE C/O STEMCELLS, INC. 7707 GATEWAY BLVD, STE 140 NEWARK, CA 94560				chief accounting officer

Signatures

/s/ Ken Stratton, attorney-in-fact		01/09/2015
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Restricted stock units, with 1/3 vesting on each of January 8, 2016, January 8, 2017, and January 8, 2018.
(2)	Includes (1) 75,000 restricted stock units, with 25,000 of this vesting on each of May 24, 2015, May 24, 2016, and May 24, 2017; (2) 20,000 restricted stock units, with 10,000 of this vesting on each of January 27, 2015 and January 27, 2016; and (3) 195,000 restricted stock units, with 65,000 of these vesting on each of January 8, 2016, January 8, 2017, and January 8, 2018.
(3)	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.
(4)	Includes (1) 75,000 restricted stock units, with 25,000 of this vesting on each of May 24, 2015, May 24, 2016, and May 24, 2017; (2) 20,000 restricted stock units, with 10,000 of this vesting on each of January 27, 2015 and January 27, 2016; (3) 195,000 restricted stock units, with 65,000 of these vesting on each of January 8, 2016, January 8, 2017, and January 8, 2018; and (4) 65,500 restricted stock units with performance based vesting.
(5)	Shares held in 401(k) account, in accordance with issuer's employer-match policies.

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