Filing Details

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

ý Rule 13d-1(b)

¨ Rule 13d-1(c)

¨ Rule 13d-1(d)

(1)	Names of Reporting Persons.				Redmile Group, LLC
(2)	Check the Appropriate Box if a Member of a Group (See Instructions)					(a)     ¨ (b)     ¨
(3)	SEC Use Only
(4)	Citizenship or Place of Organization					DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			(5)	Sole Voting Power		0
			(6)	Shared Voting Power		6,655,9621
			(7)	Sole Dispositive Power		0
			(8)	Shared Dispositive Power		6,655,9621
(9)		Aggregate Amount Beneficially Owned by Each Reporting Person				6,655,9621
(10)		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)				¨
(11)		Percent of Class Represented by Amount in Row (9)				12.6%2
(12)		Type of Reporting Person (See Instructions)				IA, OO

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

Jeremy C. Green

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

The principal business address of each reporting person is One Letterman Drive, Bldg D, Ste D3-300, San Francisco, CA 94129.

Item 2(c).  Citizenship:

Redmile Group, LLC: Delaware

Jeremy C. Green: United Kingdom

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).

ý     (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  [_].

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.

Exhibit B

Redmile Group, LLC is the relevant entity for which Jeremy C. Green may be considered a control person.