Form 4 for FATE FATE THERAPEUTICS INC

Accepted 2024-12-16 00:00:00 ET · period of report 2024-12-12 · accession 0001104659-24-129070 · 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
DI	2024-12-16	2024-12-12	FATE	Green Jeremy	Dir, 10%	C - Cnv Deriv	—	+30.1K	12.83M	+0.2%	—
DI	2024-12-16	2024-12-12	FATE	Green Jeremy	Dir, 10%	C - Cnv Deriv	—	-6,022	2.76M	-0.2%	—

Purchase Sale Sale after option exercise All abbreviations

Every reported transaction

#	Table	Security	Date	Code	A/D	Shares	Price	Owned after	Own	Exercise / expiry	Underlying	Footnotes
1	Common	Common Stock	2024-12-12	C	A	30,110	—	12,827,946	I See Footnotes	—	—	(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, which is the equivalent of a one-for-five conversion rate. (F1) On December 12, 2024, a private investment vehicle managed by Redmile Group, LLC ("Redmile") exercised its conversion right with respect to 6,022 non-voting Class A Convertible Preferred Stock of the Issuer (the "Class A Preferred Stock") held directly by such private investment vehicle. (F4) Since the last Form 4 filing by Redmile and Mr. Green, Redmile has ceased serving as the investment adviser to a sub-advised account that held 382,552 shares of the Issuer's Common Shares (such shares, the "Account Shares") and therefore no longer has voting or dispositive power with respect to such shares. Accordingly, the amount of shares beneficially owned by Redmile and Mr. Green as disclosed herein does not include the Account Shares and each of Redmile and Mr. Green disclaims beneficial ownership of the Account Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. (F5) The securities reported herein are directly owned by private investment vehicles managed by Redmile. The reported securities may be deemed beneficially owned by Redmile as investment manager of such private investment vehicles and by Jeremy Green as the 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, if any. This report shall not be deemed an admission that the Reporting Persons are a beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
2	Derivative	Class A Convertible Preferred Stock	2024-12-12	C	D	6,022	—	2,755,086	I See Footnotes	— · — to —	30,110 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, which is the equivalent of a one-for-five conversion rate. (F5) The securities reported herein are directly owned by private investment vehicles managed by Redmile. The reported securities may be deemed beneficially owned by Redmile as investment manager of such private investment vehicles and by Jeremy Green as the 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, if any. This report shall not be deemed an admission that the Reporting Persons are a beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. (F3) 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.