Statement of Changes in Beneficial Ownership (Form 4)

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

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 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * Shukla Rahul 2. Issuer Name and Ticker or Trading Symbol STEM, 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 Accounting Officer (Last) (First) (Middle) 4 EMBARCADERO CENTER, SUITE 710 3. Date of Earliest Transaction (Month/Day/Year) 10/10/2024 (Street) SAN FRANCISCO, CA 94111 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, Par Value $0.0001 Per Share 01/22/2025 M 8,000 A $ 0 8,000 D Common Stock, Par Value $0.0001 Per Share 01/23/2025 S(1) 3,534 D $0.65 4,466 D Common Stock, Par Value $0.0001 Per Share 02/24/2025 M 19,951 A $ 0 24,417 D Common Stock, Par Value $0.0001 Per Share 02/25/2025 S(1) 9,048 D $0.512 15,369 D Common Stock, Par Value $0.0001 Per Share 03/11/2025 M 16,667 A $ 0 32,036 D Common Stock, Par Value $0.0001 Per Share 03/12/2025 S(1) 7,469 D $0.404 24,567 D Common Stock, Par Value $0.0001 Per Share 05/02/2025 S 24,567 D $0.541(2) 0 D

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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
Restricted Stock Unit	$ 0	10/10/2024		A		115,000		(3)	(3)	Common Stock, Par Value $0.0001 Per Share	115,000	$ 0	221,508	D
Restricted Stock Unit	$ 0	01/22/2025		M			8,000	(4)	(4)	Common Stock, Par Value $0.0001 Per Share	8,000	$ 0	213,508	D
Restricted Stock Unit	$ 0	02/24/2025		M			19,951	(5)	(5)	Common Stock, Par Value $0.0001 Per Share	19,951	$ 0	193,557	D
Restricted Stock Unit	$ 0	03/11/2025		M			16,667	(6)	(6)	Common Stock, Par Value $0.0001 Per Share	16,667	$ 0	176,890	D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Shukla Rahul 4 EMBARCADERO CENTER, SUITE 710 SAN FRANCISCO, CA 94111			Chief Accounting Officer

Signatures

/s/ Saul R. Laureles, attorney-in-fact		05/06/2025
**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)	Represents shares of common stock automatically sold to cover the reporting person's tax liability in connection with the settlement of RSUs. This "sell to cover" transaction does not represent a discretionary trade by the reporting person.
(2)	The price reported is a weighted average price. The shares were sold in multiple transactions at per share prices ranging from $0.540 to $0.543. The reporting person undertakes to provide upon request to the SEC staff, the Issuer, or any stockholder of the Issuer, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(3)	On October 10, 2024, the reporting person was granted 115,000 RSUs vesting in October 2025.
(4)	On February 9, 2022, the reporting person was granted 32,000 RSUs vesting in four annual installments beginning January 2023.
(5)	On February 23, 2023, the reporting person was granted 60,459 RSUs vesting in three annual installments beginning February 2024.
(6)	On May 28, 2024, the reporting person was granted 50,000 RSUs vesting in three annual installments beginning March 2025.

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