Sec Form 4/A Filing - SCHIFFMAN GREGORY T @ STEMCELLS INC - 2016-03-14

FORM 4/A 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 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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1. Name and Address of Reporting Person SCHIFFMAN GREGORY T 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 X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) 7707 GATEWAY BLVD 3. Date of Earliest Transaction (MM/DD/YY) 03/14/2016 (Street) NEWARK, CA94560 4. If Amendment, Date Original Filed (MM/DD/YY) 03/21/2016 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 03/14/2016 P 166,000 A $ 0.3 ( 1 ) 1,599,717 ( 2 ) D Common Stock 21,597 I By 401(k) plan ( 3 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Series A Warrants (right to buy) $ 0.3 03/14/2016 P 83,000 03/14/2016 03/14/2018 Common Stock 83,000 $ 0 ( 4 ) 83,000 D Series B Warrants (right to buy) $ 0.42 03/14/2016 P 124,500 03/14/2017( 5 ) 03/14/2022( 5 ) Common Stock 124,500 $ 0 ( 4 ) 207,500 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SCHIFFMAN GREGORY T 7707 GATEWAY BLVD NEWARK, CA94560 Chief Financial Officer Signatures /s/ Ken Stratton, attorney-in-fact 04/18/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents common shares purchased by the reporting person in an underwritten public offering by the issuer, in which investors acquired a fixed ratio of common stock at a purchase price of $0.2999998 per share, Series A common stock warrants at a purchase price of $0.0000001 per Series A warrant, and Series B common stock warrants at a purchase price of $0.0000001 per Series B warrant. ( 2 )Includes (1) 175,000 restricted stock units, with 87,500 of these vesting on each of January 1, 2017 and January 1, 2018; and (2) 118,666 restricted stock units, with 59,333 of these vesting on each of January 8, 2017 and January 8, 2018; and (3) 970,000 restricted stock units with performance based vesting. ( 3 )Shares held in 401(k) account in accordance with issuer's employer-match policies. ( 4 )Represents warrants purchased by the reporting person in an underwritten public offering by the issuer, in which investors acquired a fixed ratio of common stock at a purchase price of $0.2999998 per share, Series A common stock warrants at a purchase price of $0.0000001 per Series A warrant, and Series B common stock warrants at a purchase price of $0.0000001 per Series B warrant. ( 5 )The Series B Warrants issued in the issuer's underwritten public offering on March 14, 2016 will become exercisable upon the later of (i) issuer's receipt of stockholder approval to effect a reverse stock split so as to permit the exercise in full of the outstanding Series B Warrants and (ii) 12 months from the date of issuance, and will expire five years from the date on which such Series B Warrants become exercisable.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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