13G Filing: Redmile Group and Fate Therapeutics Inc (FATE)

Item
1(a).  Name of Issuer:

Fate Therapeutics, Inc.

Item
1(b).  Address of Issuer’s Principal Executive Offices:

3535 General Atomics Court, Suite 200

San Diego, CA 92121

United States of America

Item
2(a).  Names of Persons Filing:

Redmile Group, LLC

Redmile Capital Offshore Fund II, Ltd.

Jeremy C. Green

Item
2(b).  Address of Principal Business Office or, if None, Residence:

Redmile Group, LLC

One Letterman Drive

Building D, Suite D3-300

The Presidio of San Francisco

San Francisco, CA 94129

United States of America

Redmile Capital Offshore Fund II, Ltd.

c/o Estera Trust (Cayman) Limited

Clifton House

75 Fort Street

P.O. Box 1350

Grand Cayman KY1-1108

Cayman Islands

Jeremy C. Green

c/o Redmile Group, LLC

One Letterman Drive

Building D, Suite D3-300

The Presidio of San Francisco

San Francisco, CA 94129

United States of America

Item
2(c).  Citizenship:

Redmile Group, LLC: Delaware

Redmile Capital Offshore Fund II, Ltd.: Cayman Islands

Jeremy C. Green: United States of America

Item
2(d).  Title of Class of Securities:

Common
Stock, $0.001 par value per share.

Item
2(e).  CUSIP Number:

31189P102

Item
3.      If this statement is filed pursuant to
§§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing
is a:

¨
(a)    Broker or dealer registered under section 15 of
the Act (15 U.S.C. 78o).

¨
(b)    Bank as defined in section 3(a)(6) of the Act (15
U.S.C. 78c).

¨
(c)    Insurance company as defined in section 3(a)(19)
of the Act (15 U.S.C. 78c).

¨
(d)    Investment company registered under section 8 of
the Investment Company Act of 1940 (15 U.S.C 80a-8).

¨
(e)    An investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E);

¨
(f)    An employee benefit plan or endowment fund in
accordance with §240.13d-1(b)(1)(ii)(F);

¨
(g)    A parent holding company or control person in
accordance with § 240.13d-1(b)(1)(ii)(G);

¨
(h)    A savings associations as defined in Section 3(b)
of the Federal Deposit Insurance Act (12 U.S.C. 1813);

¨
(i)    A church plan that is excluded from the
definition of an investment company under section 3(c)(14) of
the     Investment Company Act of 1940 (15 U.S.C.
80a-3);

¨
(j)    Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item
4.      Ownership.

Reference
is hereby made to Items 5-9 and 11 of this Schedule above,
which Items are incorporated by reference herein.

Item
5.      Ownership of Five Percent or Less of a
Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following  [X].

As of December 15, 2017, Redmile Capital Offshore Fund II, Ltd. is no longer the beneficial owner of more than five percent of the Common Stock.

Item
6.      Ownership of More than Five Percent on
Behalf of Another Person.

N/A.

Item
7.      Identification and Classification of
the Subsidiary Which Acquired the Security Being Reported on By the
Parent Holding Company

See Exhibit B attached hereto.

Item
8.      Identification and Classification of
Members of the Group

N/A.

Item
9.      Notice of Dissolution of Group

N/A.

Item
10.      Certifications

By
signing below the undersigned certify that, to the best of their
knowledge and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in any
transaction having that purpose or effect.

Signature

After
reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement
is true, complete and correct.