Filing Details
- Accession Number:
- 0001104659-18-009150
- Form Type:
- 13G Filing
- Publication Date:
- 2018-02-13 19:31:09
- Filed By:
- Venrock Associates V Lp
- Company:
- Fate Therapeutics Inc (NASDAQ:FATE)
- Filing Date:
- 2018-02-14
- SEC Url:
- 13G Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
---|---|---|---|---|---|---|
Venrock Associates V | 0 | 2,473,187 | 0 | 2,473,187 | 2,473,187 | 4.7% |
Venrock Partners V | 0 | 2,473,187 | 0 | 2,473,187 | 2,473,187 | 4.7% |
Venrock Entrepreneurs Fund V | 0 | 2,473,187 | 0 | 2,473,187 | 2,473,187 | 4.7% |
Venrock Management V | 0 | 2,473,187 | 0 | 2,473,187 | 2,473,187 | 4.7% |
Venrock Partners Management V | 0 | 2,473,187 | 0 | 2,473,187 | 2,473,187 | 4.7% |
VEF Management V | 0 | 2,473,187 | 0 | 2,473,187 | 2,473,187 | 4.7% |
| UNITED STATES |
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| SECURITIES AND EXCHANGE COMMISSION |
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| Washington, D.C. 20549 |
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SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
FATE THERAPEUTICS, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
31189P102
(CUSIP Number)
December 31, 2017
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o | Rule 13d-1(b) |
x | Rule 13d-1(c) |
o | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 31189P102 | |||||
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| 1. | Name of Reporting Persons | |||
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| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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| (a) | x(1) | ||
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| (b) | o | ||
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| 3. | SEC Use Only | |||
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| 4. | Citizenship or Place of Organization | |||
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Number of | 5. | Sole Voting Power | |||
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6. | Shared Voting Power | ||||
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7. | Sole Dispositive Power | ||||
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8. | Shared Dispositive Power | ||||
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| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||
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| 11. | Percent of Class Represented by Amount in Row (9) | |||
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| 12. | Type of Reporting Person (See Instructions) | |||
(1) Venrock Associates V, L.P., Venrock Partners V, L.P. and Venrock Entrepreneurs Fund V, L.P. (collectively, the Venrock Entities) and the general partner of each Venrock Entity respectively, Venrock Management V, LLC, Venrock Partners Management V, LLC and VEF Management V, LLC (collectively, the Venrock GPs) are members of a group for purposes of this Schedule 13G/A. The Venrock Entities and the Venrock GPs are collectively referred to herein as the Reporting Persons.
(2) Consists of 2,231,558 shares of common stock owned by Venrock Associates V, L.P., 189,198 shares of common stock owned by Venrock Partners V, L.P. and 52,431 shares of common stock owned by Venrock Entrepreneurs Fund V, L.P.
(3) This percentage is calculated based (a) 41,685,695 shares of the Issuers common stock outstanding as of October 31, 2017 as reported in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 1, 2017 and (b) 10,953,750 shares of common stock issued pursuant to an underwritten public offering that closed on December 15, 2017.
2
CUSIP No. 31189P102 | |||||
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| 1. | Name of Reporting Persons | |||
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| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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| (a) | x(1) | ||
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| (b) | o | ||
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| 3. | SEC Use Only | |||
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| 4. | Citizenship or Place of Organization | |||
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Number of | 5. | Sole Voting Power | |||
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6. | Shared Voting Power | ||||
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7. | Sole Dispositive Power | ||||
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8. | Shared Dispositive Power | ||||
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| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||
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| 11. | Percent of Class Represented by Amount in Row (9) | |||
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| 12. | Type of Reporting Person (See Instructions) | |||
(1) Venrock Associates V, L.P., Venrock Partners V, L.P. and Venrock Entrepreneurs Fund V, L.P. (collectively, the Venrock Entities) and the general partner of each Venrock Entity respectively, Venrock Management V, LLC, Venrock Partners Management V, LLC and VEF Management V, LLC (collectively, the Venrock GPs) are members of a group for purposes of this Schedule 13G/A. The Venrock Entities and the Venrock GPs are collectively referred to herein as the Reporting Persons.
(2) Consists of 2,231,558 shares of common stock owned by Venrock Associates V, L.P., 189,198 shares of common stock owned by Venrock Partners V, L.P. and 52,431 shares of common stock owned by Venrock Entrepreneurs Fund V, L.P.
(3) This percentage is calculated based (a) 41,685,695 shares of the Issuers common stock outstanding as of October 31, 2017 as reported in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 1, 2017 and (b) 10,953,750 shares of common stock issued pursuant to an underwritten public offering that closed on December 15, 2017.
3
CUSIP No. 31189P102 | |||||
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| 1. | Name of Reporting Persons | |||
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| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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| (a) | x(1) | ||
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| (b) | o | ||
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| 3. | SEC Use Only | |||
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| 4. | Citizenship or Place of Organization | |||
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Number of | 5. | Sole Voting Power | |||
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6. | Shared Voting Power | ||||
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7. | Sole Dispositive Power | ||||
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8. | Shared Dispositive Power | ||||
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| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||
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| 11. | Percent of Class Represented by Amount in Row (9) | |||
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| 12. | Type of Reporting Person (See Instructions) | |||
(1) Venrock Associates V, L.P., Venrock Partners V, L.P. and Venrock Entrepreneurs Fund V, L.P. (collectively, the Venrock Entities) and the general partner of each Venrock Entity respectively, Venrock Management V, LLC, Venrock Partners Management V, LLC and VEF Management V, LLC (collectively, the Venrock GPs) are members of a group for purposes of this Schedule 13G/A. The Venrock Entities and the Venrock GPs are collectively referred to herein as the Reporting Persons.
(2) Consists of 2,231,558 shares of common stock owned by Venrock Associates V, L.P., 189,198 shares of common stock owned by Venrock Partners V, L.P. and 52,431 shares of common stock owned by Venrock Entrepreneurs Fund V, L.P.
(3) This percentage is calculated based (a) 41,685,695 shares of the Issuers common stock outstanding as of October 31, 2017 as reported in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 1, 2017 and (b) 10,953,750 shares of common stock issued pursuant to an underwritten public offering that closed on December 15, 2017.
4
CUSIP No. 31189P102 | |||||
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| 1. | Name of Reporting Persons | |||
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| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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| (a) | x(1) | ||
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| (b) | o | ||
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| 3. | SEC Use Only | |||
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| 4. | Citizenship or Place of Organization | |||
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Number of | 5. | Sole Voting Power | |||
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6. | Shared Voting Power | ||||
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7. | Sole Dispositive Power | ||||
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8. | Shared Dispositive Power | ||||
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| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||
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| 11. | Percent of Class Represented by Amount in Row (9) | |||
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| 12. | Type of Reporting Person (See Instructions) | |||
(1) Venrock Associates V, L.P., Venrock Partners V, L.P. and Venrock Entrepreneurs Fund V, L.P. (collectively, the Venrock Entities) and the general partner of each Venrock Entity respectively, Venrock Management V, LLC, Venrock Partners Management V, LLC and VEF Management V, LLC (collectively, the Venrock GPs) are members of a group for purposes of this Schedule 13G/A. The Venrock Entities and the Venrock GPs are collectively referred to herein as the Reporting Persons.
(2) Consists of 2,231,558 shares of common stock owned by Venrock Associates V, L.P., 189,198 shares of common stock owned by Venrock Partners V, L.P. and 52,431 shares of common stock owned by Venrock Entrepreneurs Fund V, L.P.
(3) This percentage is calculated based (a) 41,685,695 shares of the Issuers common stock outstanding as of October 31, 2017 as reported in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 1, 2017 and (b) 10,953,750 shares of common stock issued pursuant to an underwritten public offering that closed on December 15, 2017.
5
CUSIP No. 31189P102 | |||||
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| 1. | Name of Reporting Persons | |||
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| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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| (a) | x(1) | ||
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| (b) | o | ||
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| 3. | SEC Use Only | |||
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| 4. | Citizenship or Place of Organization | |||
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Number of | 5. | Sole Voting Power | |||
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6. | Shared Voting Power | ||||
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7. | Sole Dispositive Power | ||||
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8. | Shared Dispositive Power | ||||
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| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||
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| 11. | Percent of Class Represented by Amount in Row (9) | |||
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| 12. | Type of Reporting Person (See Instructions) | |||
(1) Venrock Associates V, L.P., Venrock Partners V, L.P. and Venrock Entrepreneurs Fund V, L.P. (collectively, the Venrock Entities) and the general partner of each Venrock Entity respectively, Venrock Management V, LLC, Venrock Partners Management V, LLC and VEF Management V, LLC (collectively, the Venrock GPs) are members of a group for purposes of this Schedule 13G/A. The Venrock Entities and the Venrock GPs are collectively referred to herein as the Reporting Persons.
(2) Consists of 2,231,558 shares of common stock owned by Venrock Associates V, L.P., 189,198 shares of common stock owned by Venrock Partners V, L.P. and 52,431 shares of common stock owned by Venrock Entrepreneurs Fund V, L.P.
(3) This percentage is calculated based (a) 41,685,695 shares of the Issuers common stock outstanding as of October 31, 2017 as reported in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 1, 2017 and (b) 10,953,750 shares of common stock issued pursuant to an underwritten public offering that closed on December 15, 2017.
6
CUSIP No. 31189P102 | |||||
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| 1. | Name of Reporting Persons | |||
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| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
|
| (a) | x(1) | ||
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| (b) | o | ||
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| 3. | SEC Use Only | |||
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| 4. | Citizenship or Place of Organization | |||
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Number of | 5. | Sole Voting Power | |||
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6. | Shared Voting Power | ||||
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7. | Sole Dispositive Power | ||||
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8. | Shared Dispositive Power | ||||
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| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||
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| 11. | Percent of Class Represented by Amount in Row (9) | |||
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| 12. | Type of Reporting Person (See Instructions) | |||
(1) Venrock Associates V, L.P., Venrock Partners V, L.P. and Venrock Entrepreneurs Fund V, L.P. (collectively, the Venrock Entities) and the general partner of each Venrock Entity respectively, Venrock Management V, LLC, Venrock Partners Management V, LLC and VEF Management V, LLC (collectively, the Venrock GPs) are members of a group for purposes of this Schedule 13G/A. The Venrock Entities and the Venrock GPs are collectively referred to herein as the Reporting Persons.
(2) Consists of 2,231,558 shares of common stock owned by Venrock Associates V, L.P., 189,198 shares of common stock owned by Venrock Partners V, L.P. and 52,431 shares of common stock owned by Venrock Entrepreneurs Fund V, L.P.
(3) This percentage is calculated based (a) 41,685,695 shares of the Issuers common stock outstanding as of October 31, 2017 as reported in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 1, 2017 and (b) 10,953,750 shares of common stock issued pursuant to an underwritten public offering that closed on December 15, 2017.
7
Introductory Note: This Statement on Schedule 13G/A is filed on behalf of Venrock Associates V, L.P., a limited partnership organized under the laws of the State of Delaware, Venrock Partners V, L.P., a limited partnership organized under the laws of the State of Delaware, Venrock Entrepreneurs Fund V, L.P., a limited partnership organized under the laws of the State of Delaware (collectively, the Venrock Entities), as well as Venrock Management V, LLC, a limited liability company organized under the laws of the State of Delaware, Venrock Partners Management V, LLC, a limited liability company organized under the laws of the State of Delaware and VEF Management V, LLC, a limited liability company organized under the laws of the State of Delaware (collectively, the Venrock GPs) in respect of shares of common stock of Fate Therapeutics, Inc.
Item 1. | ||||
| (a) | Name of Issuer | ||
| (b) | Address of Issuers Principal Executive Offices | ||
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Item 2. | ||||
| (a) | Name of Person Filing | ||
| (b) | Address of Principal Business Office or, if none, Residence | ||
New York Office: | Palo Alto Office: | Boston Office: | ||
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530 Fifth Avenue | 3340 Hillview Avenue | 34 Farnsworth Street | ||
22nd Floor | Palo Alto, CA 94304 | 3rd Floor | ||
New York, NY 10036 |
| Boston, MA 02210 | ||
| (c) | Citizenship |
| (d) | Title of Class of Securities |
| (e) | CUSIP Number |
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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: | |
| Not applicable |
8
Item 4. | Ownership |
(a) Amount beneficially owned as of December 31, 2017:
Venrock Associates V, L.P. |
| 2,473,187 | (1) |
Venrock Partners V, L.P. |
| 2,473,187 | (1) |
Venrock Entrepreneurs Fund V, L.P. |
| 2,473,187 | (1) |
Venrock Management V, LLC |
| 2,473,187 | (1) |
Venrock Partners Management V, LLC |
| 2,473,187 | (1) |
VEF Management V, LLC |
| 2,473,187 | (1) |
(b) Percent of class as of December 31, 2017:
Venrock Associates V, L.P. |
| 4.7 | % |
Venrock Partners V, L.P. |
| 4.7 | % |
Venrock Entrepreneurs Fund V, L.P. |
| 4.7 | % |
Venrock Management V, LLC |
| 4.7 | % |
Venrock Partners Management V, LLC |
| 4.7 | % |
VEF Management V, LLC |
| 4.7 | % |
(c) Number of shares as to which the person has, as of December 31, 2017:
(i) Sole power to vote or to direct the vote
Venrock Associates V, L.P. |
| 0 |
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Venrock Partners V, L.P. |
| 0 |
|
Venrock Entrepreneurs Fund V, L.P. |
| 0 |
|
Venrock Management V, LLC |
| 0 |
|
Venrock Partners Management V, LLC |
| 0 |
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VEF Management V, LLC |
| 0 |
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(ii) Shared power to vote or to direct the vote
Venrock Associates V, L.P. |
| 2,473,187 | (1) |
Venrock Partners V, L.P. |
| 2,473,187 | (1) |
Venrock Entrepreneurs Fund V, L.P. |
| 2,473,187 | (1) |
Venrock Management V, LLC |
| 2,473,187 | (1) |
Venrock Partners Management V, LLC |
| 2,473,187 | (1) |
VEF Management V, LLC |
| 2,473,187 | (1) |
(iii) Sole power to dispose or to direct the disposition of
Venrock Associates V, L.P. |
| 0 |
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Venrock Partners V, L.P. |
| 0 |
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Venrock Entrepreneurs Fund V, L.P. |
| 0 |
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Venrock Management V, LLC |
| 0 |
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Venrock Partners Management V, LLC |
| 0 |
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VEF Management V, LLC |
| 0 |
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(iv) Shared power to dispose or to direct the disposition of
Venrock Associates V, L.P. |
| 2,473,187 | (1) |
Venrock Partners V, L.P. |
| 2,473,187 | (1) |
Venrock Entrepreneurs Fund V, L.P. |
| 2,473,187 | (1) |
Venrock Management V, LLC |
| 2,473,187 | (1) |
Venrock Partners Management V, LLC |
| 2,473,187 | (1) |
VEF Management V, LLC |
| 2,473,187 | (1) |
9
(1) These shares are owned directly as follows: 2,231,558 shares of common stock are owned by Venrock Associates V, L.P., 189,198 shares of common stock are owned by Venrock Partners V, L.P. and 52,431 shares of common stock are owned by Venrock Entrepreneurs Fund V, L.P. Venrock Management V, LLC is the general partner of Venrock Associates V, L.P.; Venrock Partners Management V, LLC is the general partner of Venrock Partners V, L.P.; and VEF Management V, LLC is the general partner of Venrock Entrepreneurs Fund V, L.P.
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. | |
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Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
Not Applicable | |
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Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. |
Not Applicable | |
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Item 8. | Identification and Classification of Members of the Group |
Not Applicable | |
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Item 9. | Notice of Dissolution of a Group |
Not Applicable |
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Item 10. Certification
By signing below I certify that, to the best of my 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, I certify that the information set forth in this Statement is true, complete and correct.
Dated: February 13, 2018
Venrock Associates V, L.P. |
| Venrock Management V, LLC | ||||
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By: | Venrock Management V, LLC, |
| By: | /s/ David L. Stepp | ||
| its General Partner |
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| Name: David L. Stepp | ||
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| Title: Authorized Signatory | ||
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By: | /s/ David L. Stepp |
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| Name: David L. Stepp |
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| Title: Authorized Signatory |
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Venrock Partners V, L.P. |
| Venrock Partners Management V, LLC | ||||
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By: | Venrock Partners Management V, LLC, |
| By: | /s/ David L. Stepp | ||
| its General Partner |
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| Name: David L. Stepp | ||
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| Title: Authorized Signatory | ||
By: | /s/ David L. Stepp |
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| Name: David L. Stepp |
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| Title: Authorized Signatory |
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Venrock Entrepreneurs Fund V, L.P. |
| VEF Management V, LLC | ||||
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By: | VEF Management V, LLC, |
| By: | /s/ David L. Stepp | ||
| its General Partner |
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| Name: David L. Stepp | ||
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| Title: Authorized Signatory | ||
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By: | /s/ David L. Stepp |
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| Name: David L. Stepp |
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| Title: Authorized Signatory |
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11
EXHIBITS
A: Joint Filing Agreement (Incorporated by reference to Exhibit A to Schedule 13G filed October 11, 2013).
12