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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

MORGAN MICHAEL C		 2. Issuer Name and Ticker or Trading Symbol

STEM, INC. [ STEM ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

100 CALIFORNIA STREET, 14TH FLOOR		 3. Date of Earliest Transaction (MM/DD/YYYY)

6/15/2023
(Street)

SAN FRANCISCO, CA 94111		 4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
 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)
Rule 10b5-1(c) Transaction Indication
☐ Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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, Par Value $0.0001 Per Share 6/15/2023  M  20498 A$0 (1)20498 D  
Common Stock, Par Value $0.0001 Per Share         1178937 I Held by Portcullis Investments, LP (2)
Common Stock, Par Value $0.0001 Per Share         50000 I Held by Portcullis Partners, LP (3)
Common Stock, Par Value $0.0001 Per Share         547705 (4)I By Trust (5)
Common Stock, Par Value $0.0001 Per Share         37500 I By Trust (6)
Common Stock, Par Value $0.0001 Per Share         37500 I By Trust (7)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Unit  (1)6/15/2023  M     20498   (8) (8)Common Stock, Par Value $0.0001 Per Share 20498.0 $0 23489 D  
Explanation of Responses:
(1) Represents shares of common stock issued to the reporting person upon vesting of restricted stock units ("RSUs") that were issued to the reporting person on July 28, 2022 under the Stem, Inc. 2021 Equity Incentive Plan.
(2) The reporting person serves as Manager of the general partner, Portcullis G.P., LLC, for, and he and his spouse indirectly hold interests in, Portcullis Investments, L.P. The reporting person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
(3) The reporting person serves as Manager of the general partner, Portcullis G.P., LLC, for, and he and his spouse indirectly hold interests in, Portcullis Partners, L.P. The reporting person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
(4) Includes 5,524 shares previously disclosed as directly owned by the reporting person that were transferred to the trust in June 2022.
(5) Held by a trust of which the reporting person is a trustee.
(6) Held by a family trust (M GST) of which the reporting person is an investment adviser.
(7) Held by a family trust (C GST) of which the reporting person is an investment adviser.
(8) On July 28, 2022, the reporting person was granted 20,498 RSUs vesting 100% on June 15, 2023.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
MORGAN MICHAEL C
100 CALIFORNIA STREET
14TH FLOOR
SAN FRANCISCO, CA 94111		X
Signatures
/s/ Kathy Medford, Attorney-in-Fact6/20/2023
**Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*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).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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