InsiderTrades

Form 4 for FATE FATE THERAPEUTICS INC

Accepted 2023-04-17 00:00:00 ET · period of report 2023-04-13 · accession 0001104659-23-046353 · SEC index · Original document

Summary rows

Aggregated the way they appear in lists: one row per insider, transaction code and security table.

X Filed Traded Ticker Insider Title Type Price Qty Owned ΔOwn Value
DMI 2023-04-17 2023-04-14 FATE Green Jeremy Dir, 10% J - Other $5.84 0 12.83M New $0
DI 2023-04-17 2023-04-14 FATE Green Jeremy Dir, 10% P - Purchase $6.00 +25.7K 12.86M +0.2% +$154.2K
DI 2023-04-17 2023-04-14 FATE Green Jeremy Dir, 10% S - Sale $5.84 -302.3K 12.83M -2% -$1.77M
DI 2023-04-17 2023-04-13 FATE Green Jeremy Dir, 10% C - Cnv Deriv — +167.2K 13.14M +1% —
DMI 2023-04-17 2023-04-14 FATE Green Jeremy Dir, 10% J - Other $7.48 0 559.1K New $0
DI 2023-04-17 2023-04-13 FATE Green Jeremy Dir, 10% C - Cnv Deriv — -33.4K 2.76M -1% —

Purchase Sale Sale after option exercise All abbreviations

Every reported transaction

#TableSecurityDateCodeA/DSharesPriceOwned afterOwnExercise / expiryUnderlyingFootnotes
1 Common Common Stock 2023-04-14 J A 5,492,385 $5.84 12,833,419 I See Footnote — — (F10) The securities reported herein are directly owned by the Redmile Affiliates, none of which individually is a 10% owner. The reported securities may be deemed beneficially owned by Redmile as investment manager of the Redmile Affiliates and by Jeremy Green as the managing principal of Redmile. Each of Redmile and Mr. Green (the "Reporting Persons") disclaims beneficial ownership of the reported securities except to the extent of their pecuniary interest therein. This report shall not be deemed an admission that the Reporting Persons are a beneficial owners of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
2 Common Common Stock 2023-04-14 P A 25,700 $6.00 12,859,119 I See Footnote — — (F11) The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $5.995 to $6.0189, inclusive. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer full information regarding the number of shares purchased at each separate price. (F10) The securities reported herein are directly owned by the Redmile Affiliates, none of which individually is a 10% owner. The reported securities may be deemed beneficially owned by Redmile as investment manager of the Redmile Affiliates and by Jeremy Green as the managing principal of Redmile. Each of Redmile and Mr. Green (the "Reporting Persons") disclaims beneficial ownership of the reported securities except to the extent of their pecuniary interest therein. This report shall not be deemed an admission that the Reporting Persons are a beneficial owners of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
3 Common Common Stock 2023-04-14 J D 5,492,385 $5.84 12,833,419 I See Footnote — — (F10) The securities reported herein are directly owned by the Redmile Affiliates, none of which individually is a 10% owner. The reported securities may be deemed beneficially owned by Redmile as investment manager of the Redmile Affiliates and by Jeremy Green as the managing principal of Redmile. Each of Redmile and Mr. Green (the "Reporting Persons") disclaims beneficial ownership of the reported securities except to the extent of their pecuniary interest therein. This report shall not be deemed an admission that the Reporting Persons are a beneficial owners of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
4 Common Common Stock 2023-04-14 S D 302,339 $5.84 12,833,419 I See Footnote — — (F10) The securities reported herein are directly owned by the Redmile Affiliates, none of which individually is a 10% owner. The reported securities may be deemed beneficially owned by Redmile as investment manager of the Redmile Affiliates and by Jeremy Green as the managing principal of Redmile. Each of Redmile and Mr. Green (the "Reporting Persons") disclaims beneficial ownership of the reported securities except to the extent of their pecuniary interest therein. This report shall not be deemed an admission that the Reporting Persons are a beneficial owners of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
5 Common Common Stock 2023-04-13 C A 167,205 — 13,135,758 I See Footnote — — (F2) The Class A Preferred Stock is convertible into the Issuer's common stock, $0.001 par value per share (the "Common Stock"), in accordance with the terms of Issuer's Amended and Restated Certificate of Incorporation and the Issuer's Certificate of Designation of Preferences, Rights and Limitations of Class A Convertible Preferred Stock (as amended and restated, the "Certificate of Designation") at any time and from time to time at the holder's election based on a conversion ratio equal to the Class A Preferred Stock's stated value of $13.30 divided by its conversion price of $2.66. (F3) The one-for-five conversion rate is taken into account in the amount of underlying Common Stock involved in the cross trade listed under Column 7 of Table II and used to determine the price of the Class A Preferred Stock in connection with the cross trade listed under Column 8 of Table II (which is equal to five times the price per share of the Common Stock underlying the Class A Preferred Stock at the time of the cross trade). (F10) The securities reported herein are directly owned by the Redmile Affiliates, none of which individually is a 10% owner. The reported securities may be deemed beneficially owned by Redmile as investment manager of the Redmile Affiliates and by Jeremy Green as the managing principal of Redmile. Each of Redmile and Mr. Green (the "Reporting Persons") disclaims beneficial ownership of the reported securities except to the extent of their pecuniary interest therein. This report shall not be deemed an admission that the Reporting Persons are a beneficial owners of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
6 Derivative Cash-settled Swaps 2023-04-14 J D 550,000 $5.84 559,100 I See Footnote $3.02 · — to — 550,000 Common Stock (F10) The securities reported herein are directly owned by the Redmile Affiliates, none of which individually is a 10% owner. The reported securities may be deemed beneficially owned by Redmile as investment manager of the Redmile Affiliates and by Jeremy Green as the managing principal of Redmile. Each of Redmile and Mr. Green (the "Reporting Persons") disclaims beneficial ownership of the reported securities except to the extent of their pecuniary interest therein. This report shall not be deemed an admission that the Reporting Persons are a beneficial owners of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. (F9) Represents the reference price associated with the cash-settled swap agreements. (F7) Certain Redmile Affiliates are parties to swap agreements with counterparties. Each notional share subject to each swap agreement represents the economic equivalent of one share of Common Stock. These agreements do not give the Reporting Persons direct or indirect voting, investment or dispositive control over any securities of the Issuer and do not require the counterparties thereto to acquire, hold, vote or dispose of any securities of the Issuer. (F8) The Redmile Affiliates that are parties to the swap agreements have the right to terminate and close out each swap at any time. Upon settlement of the swap agreements, either (i) the counterparty will pay to the Redmile Affiliates in cash an amount determined in part by reference to any increase between the reference price and the market value of the notional number of shares of Common Stock subject to the swap agreement or (ii) the Redmile Affiliates will pay to the counterparty in cash an amount determined in part by reference to any decrease between the reference price and the market value of the notional number of shares of Common Stock subject to the swap agreement.
7 Derivative Pre-Funded Warrants to Purchase Common Stock 2023-04-14 J A 54,960 $5.84 257,310 I See Footnote $0.00 · — to — 54,960 Common Stock (F10) The securities reported herein are directly owned by the Redmile Affiliates, none of which individually is a 10% owner. The reported securities may be deemed beneficially owned by Redmile as investment manager of the Redmile Affiliates and by Jeremy Green as the managing principal of Redmile. Each of Redmile and Mr. Green (the "Reporting Persons") disclaims beneficial ownership of the reported securities except to the extent of their pecuniary interest therein. This report shall not be deemed an admission that the Reporting Persons are a beneficial owners of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. (F6) The Pre-Funded Warrants are exercisable by the holder at any time until fully exercised at an exercise price per share of $0.001, subject to a limitation on the right of the Issuer to issue the Pre-Funded Warrant Shares if and the extent that such exercise would cause the holder and its affiliates to beneficially own in the aggregate more than 9.99% of the combined voting power of all of the securities of the Issuer outstanding after giving effect to such attempted conversion, which percentage may be changed at a holder's election upon 61 days' notice to the Issuer. The Pre-Funded Warrants have no expiration date.
8 Derivative Pre-Funded Warrants to Purchase Common Stock 2023-04-14 J D 54,960 $5.84 257,310 I See Footnote $0.00 · — to — 54,960 Common Stock (F10) The securities reported herein are directly owned by the Redmile Affiliates, none of which individually is a 10% owner. The reported securities may be deemed beneficially owned by Redmile as investment manager of the Redmile Affiliates and by Jeremy Green as the managing principal of Redmile. Each of Redmile and Mr. Green (the "Reporting Persons") disclaims beneficial ownership of the reported securities except to the extent of their pecuniary interest therein. This report shall not be deemed an admission that the Reporting Persons are a beneficial owners of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. (F6) The Pre-Funded Warrants are exercisable by the holder at any time until fully exercised at an exercise price per share of $0.001, subject to a limitation on the right of the Issuer to issue the Pre-Funded Warrant Shares if and the extent that such exercise would cause the holder and its affiliates to beneficially own in the aggregate more than 9.99% of the combined voting power of all of the securities of the Issuer outstanding after giving effect to such attempted conversion, which percentage may be changed at a holder's election upon 61 days' notice to the Issuer. The Pre-Funded Warrants have no expiration date.
9 Derivative Class A Convertible Preferred Stock 2023-04-13 C D 33,441 — 2,761,108 I See Footnote — · — to — 167,205 Common Stock (F2) The Class A Preferred Stock is convertible into the Issuer's common stock, $0.001 par value per share (the "Common Stock"), in accordance with the terms of Issuer's Amended and Restated Certificate of Incorporation and the Issuer's Certificate of Designation of Preferences, Rights and Limitations of Class A Convertible Preferred Stock (as amended and restated, the "Certificate of Designation") at any time and from time to time at the holder's election based on a conversion ratio equal to the Class A Preferred Stock's stated value of $13.30 divided by its conversion price of $2.66. (F3) The one-for-five conversion rate is taken into account in the amount of underlying Common Stock involved in the cross trade listed under Column 7 of Table II and used to determine the price of the Class A Preferred Stock in connection with the cross trade listed under Column 8 of Table II (which is equal to five times the price per share of the Common Stock underlying the Class A Preferred Stock at the time of the cross trade). (F10) The securities reported herein are directly owned by the Redmile Affiliates, none of which individually is a 10% owner. The reported securities may be deemed beneficially owned by Redmile as investment manager of the Redmile Affiliates and by Jeremy Green as the managing principal of Redmile. Each of Redmile and Mr. Green (the "Reporting Persons") disclaims beneficial ownership of the reported securities except to the extent of their pecuniary interest therein. This report shall not be deemed an admission that the Reporting Persons are a beneficial owners of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. (F4) The Certificate of Designation provides that the holder may not convert any shares of Class A Preferred Stock if, after giving effect to the attempted conversion, the holder and its affiliates would beneficially own in the aggregate more than 14.99% of the number of shares of Common Stock outstanding after giving effect to such attempted conversion, which percentage may be changed at a holder's election upon 61 days' notice to the Issuer. The Class A Preferred Stock has no expiration date.
10 Derivative Class A Convertible Preferred Stock 2023-04-14 J D 45,752 $29.20 2,761,108 I See Footnote — · — to — 228,760 Common Stock (F2) The Class A Preferred Stock is convertible into the Issuer's common stock, $0.001 par value per share (the "Common Stock"), in accordance with the terms of Issuer's Amended and Restated Certificate of Incorporation and the Issuer's Certificate of Designation of Preferences, Rights and Limitations of Class A Convertible Preferred Stock (as amended and restated, the "Certificate of Designation") at any time and from time to time at the holder's election based on a conversion ratio equal to the Class A Preferred Stock's stated value of $13.30 divided by its conversion price of $2.66. (F3) The one-for-five conversion rate is taken into account in the amount of underlying Common Stock involved in the cross trade listed under Column 7 of Table II and used to determine the price of the Class A Preferred Stock in connection with the cross trade listed under Column 8 of Table II (which is equal to five times the price per share of the Common Stock underlying the Class A Preferred Stock at the time of the cross trade). (F10) The securities reported herein are directly owned by the Redmile Affiliates, none of which individually is a 10% owner. The reported securities may be deemed beneficially owned by Redmile as investment manager of the Redmile Affiliates and by Jeremy Green as the managing principal of Redmile. Each of Redmile and Mr. Green (the "Reporting Persons") disclaims beneficial ownership of the reported securities except to the extent of their pecuniary interest therein. This report shall not be deemed an admission that the Reporting Persons are a beneficial owners of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. (F4) The Certificate of Designation provides that the holder may not convert any shares of Class A Preferred Stock if, after giving effect to the attempted conversion, the holder and its affiliates would beneficially own in the aggregate more than 14.99% of the number of shares of Common Stock outstanding after giving effect to such attempted conversion, which percentage may be changed at a holder's election upon 61 days' notice to the Issuer. The Class A Preferred Stock has no expiration date.
11 Derivative Class A Convertible Preferred Stock 2023-04-14 J A 45,752 $29.20 2,761,108 I See Footnote — · — to — 228,760 Common Stock (F2) The Class A Preferred Stock is convertible into the Issuer's common stock, $0.001 par value per share (the "Common Stock"), in accordance with the terms of Issuer's Amended and Restated Certificate of Incorporation and the Issuer's Certificate of Designation of Preferences, Rights and Limitations of Class A Convertible Preferred Stock (as amended and restated, the "Certificate of Designation") at any time and from time to time at the holder's election based on a conversion ratio equal to the Class A Preferred Stock's stated value of $13.30 divided by its conversion price of $2.66. (F3) The one-for-five conversion rate is taken into account in the amount of underlying Common Stock involved in the cross trade listed under Column 7 of Table II and used to determine the price of the Class A Preferred Stock in connection with the cross trade listed under Column 8 of Table II (which is equal to five times the price per share of the Common Stock underlying the Class A Preferred Stock at the time of the cross trade). (F10) The securities reported herein are directly owned by the Redmile Affiliates, none of which individually is a 10% owner. The reported securities may be deemed beneficially owned by Redmile as investment manager of the Redmile Affiliates and by Jeremy Green as the managing principal of Redmile. Each of Redmile and Mr. Green (the "Reporting Persons") disclaims beneficial ownership of the reported securities except to the extent of their pecuniary interest therein. This report shall not be deemed an admission that the Reporting Persons are a beneficial owners of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. (F4) The Certificate of Designation provides that the holder may not convert any shares of Class A Preferred Stock if, after giving effect to the attempted conversion, the holder and its affiliates would beneficially own in the aggregate more than 14.99% of the number of shares of Common Stock outstanding after giving effect to such attempted conversion, which percentage may be changed at a holder's election upon 61 days' notice to the Issuer. The Class A Preferred Stock has no expiration date.
12 Derivative Cash-settled Swaps 2023-04-14 J A 550,000 $5.84 559,100 I See Footnote $3.02 · — to — 550,000 Common Stock (F10) The securities reported herein are directly owned by the Redmile Affiliates, none of which individually is a 10% owner. The reported securities may be deemed beneficially owned by Redmile as investment manager of the Redmile Affiliates and by Jeremy Green as the managing principal of Redmile. Each of Redmile and Mr. Green (the "Reporting Persons") disclaims beneficial ownership of the reported securities except to the extent of their pecuniary interest therein. This report shall not be deemed an admission that the Reporting Persons are a beneficial owners of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. (F9) Represents the reference price associated with the cash-settled swap agreements. (F7) Certain Redmile Affiliates are parties to swap agreements with counterparties. Each notional share subject to each swap agreement represents the economic equivalent of one share of Common Stock. These agreements do not give the Reporting Persons direct or indirect voting, investment or dispositive control over any securities of the Issuer and do not require the counterparties thereto to acquire, hold, vote or dispose of any securities of the Issuer. (F8) The Redmile Affiliates that are parties to the swap agreements have the right to terminate and close out each swap at any time. Upon settlement of the swap agreements, either (i) the counterparty will pay to the Redmile Affiliates in cash an amount determined in part by reference to any increase between the reference price and the market value of the notional number of shares of Common Stock subject to the swap agreement or (ii) the Redmile Affiliates will pay to the counterparty in cash an amount determined in part by reference to any decrease between the reference price and the market value of the notional number of shares of Common Stock subject to the swap agreement.