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Filing Details

Accession Number:: 0001104659-23-046353
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2023-04-17 21:30:24
Reporting Period:: 2023-04-13

Accepted Time:: 2023-04-17 21:30:24
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1434316	Fate Therapeutics Inc	FATE	()	DE

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1425738	Redmile Group, Llc	One Letterman Drive, Building D Suite D3-300 San Francisco CA 94129		Yes	No	Yes	No
1650527	Jeremy Green	C/O Redmile Group, Llc (Ny Office) 45 W. 27Th Street, Floor 11 New York NY 10001		Yes	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2023-04-13	167,205	$0.00	13,135,758	No	4	C	Indirect	See Footnote
Common Stock	Disposition	2023-04-14	302,339	$5.84	12,833,419	No	4	S	Indirect	See Footnote
Common Stock	Disposition	2023-04-14	5,492,385	$5.84	12,833,419	No	4	J	Indirect	See Footnote
Common Stock	Acquisiton	2023-04-14	5,492,385	$5.84	12,833,419	No	4	J	Indirect	See Footnote
Common Stock	Acquisiton	2023-04-14	25,700	$6.00	12,859,119	No	4	P	Indirect	See Footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	See Footnote
No	4	S	Indirect	See Footnote
No	4	J	Indirect	See Footnote
No	4	J	Indirect	See Footnote
No	4	P	Indirect	See Footnote

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Class A Convertible Preferred Stock	Disposition	2023-04-13	33,441	$0.00	167,205	$0.00
Common Stock	Class A Convertible Preferred Stock	Disposition	2023-04-14	45,752	$29.20	228,760	$0.00
Common Stock	Class A Convertible Preferred Stock	Acquisiton	2023-04-14	45,752	$29.20	228,760	$0.00
Common Stock	Pre-Funded Warrants to Purchase Common Stock	Disposition	2023-04-14	54,960	$5.84	54,960	$0.00
Common Stock	Pre-Funded Warrants to Purchase Common Stock	Acquisiton	2023-04-14	54,960	$5.84	54,960	$0.00
Common Stock	Cash-settled Swaps	Disposition	2023-04-14	550,000	$5.84	550,000	$3.02
Common Stock	Cash-settled Swaps	Acquisiton	2023-04-14	550,000	$5.84	550,000	$3.02

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
2,761,108	No	4	C	Indirect
2,761,108	No	4	J	Indirect
2,761,108	No	4	J	Indirect
257,310	No	4	J	Indirect
257,310	No	4	J	Indirect
559,100	No	4	J	Indirect
559,100	No	4	J	Indirect

Footnotes

On April 13, 2023, a private investment vehicle managed by Redmile Group, LLC ("Redmile") exercised its conversion right with respect to the non-voting Class A Convertible Preferred Stock of the Issuer (the "Class A Preferred Stock") held directly by such private investment vehicle.
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.
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).
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.
On April 14, 2023, certain private investment vehicles and separate accounts managed by Redmile (the "Redmile Affiliates") engaged in cross trades with respect to their Common Stock, Class A Preferred Stock, pre-funded warrants to purchase Common Stock (the "Pre-Funded Warrants") and cash-settled swap agreements. The reported transactions occurred simultaneously at the market open, at which time the price per share of the Common Stock was $5.84, and therefore the reported transactions resulted in no profit to Redmile or Jeremy Green and resulted in no change in either of their aggregate beneficial ownership.
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.
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.
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.
Represents the reference price associated with the cash-settled swap agreements.
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.
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.