FATE THERAPEUTICS INC — Director's Dealing 2013

Oct 7, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FATE THERAPEUTICS INC (FATE)
CIK: 0001434316
Period of Report: 2013-10-04

Reporting Person: VENROCK ASSOCIATES V LP (10% Owner)
Reporting Person: VENROCK PARTNERS V L P (10% Owner)
Reporting Person: Venrock Entrepreneurs Fund V, L.P. (10% Owner)
Reporting Person: Venrock Management V, LLC (10% Owner)
Reporting Person: Venrock Partners Management V, LLC (10% Owner)
Reporting Person: VEF Management V, LLC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-10-04	Common Stock	C	675492	—	Acquired	675492	Indirect
2013-10-04	Common Stock	C	265252	—	Acquired	940744	Indirect
2013-10-04	Common Stock	C	570663	—	Acquired	1511407	Indirect
2013-10-04	Common Stock	J	128447	$6.00	Acquired	1639854	Indirect
2013-10-04	Common Stock	P	833333	$6.00	Acquired	2473187	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-10-04	Series A Convertible Preferred Stock	$	C	675492	Disposed		Common Stock (675492)	Indirect
2013-10-04	Series B Convertible Preferred Stock	$	C	265252	Disposed		Common Stock (265252)	Indirect
2013-10-04	Series B Convertible Preferred Stock	$	C	570663	Disposed		Common Stock (570663)	Indirect

Footnotes

F1: The aggregate number of shares of Issuer's Preferred Stock held by the Reporting Persons converted into Common Stock immediately prior to the closing of the Issuer's initial public offering and has no expiration date. These shares converted into Common Stock on a 1-for-1 basis.

F2: Consists of an aggregate of 609,497 shares of Series A Convertible Preferred Stock ("Series A Stock") held by Venrock Associates V, L.P. ("Venrock"), 51,675 shares of Series A Stock held by Venrock Partners V, L.P. ("Venrock Partners"), and 14,320 shares of Series A Stock held by Venrock Entrepreneurs Fund V, L.P. ("Venrock Entrepreneurs" and together with Venrock and Venrock Partners, the "Venrock Entities").

F3: The sole general partner of Venrock is Venrock Management V, LLC ("VM5"). The sole general partner of Venrock Partners is Venrock Partners Management V, LLC ("VPM5"). The sole general partner of Venrock Entrepreneurs is VEF Management V, LLC ("VEFM5"). VM5, VPM5 and VEFM5 disclaim beneficial ownership over all shares held by the Venrock Entities, except to the extent of their indirect pecuniary interests therein.

F4: The aggregate number of shares of Issuer's Preferred Stock held by the Reporting Persons converted into Common Stock immediately prior to the closing of the Issuer's initial public offering and has no expiration date. These shares converted into Common Stock on approximately a 1-for-1.15 basis.

F5: Consists of an aggregate of 239,337 shares of Series B Convertible Preferred Stock ("Series B Stock") held by Venrock, 20,292 shares of Series B Stock held by Venrock Partners, and 5,623 shares of Series B Stock held by Venrock Entrepreneurs.

F6: Consists of an aggregate of 514,910 shares of Series C Convertible Preferred Stock ("Series C Stock") held by Venrock, 43,655 shares of Series C Stock held by Venrock Partners, and 12,098 shares of Series C Stock held by Venrock Entrepreneurs.

F7: Consists of an aggregate of 609,497 shares of Common Stock held by Venrock, 51,675 shares of Common Stock held by Venrock Partners, and 14,320 shares of Common Stock held by Venrock Entrepreneurs.

F8: Consists of an aggregate of 848,834 shares of Common Stock held by Venrock, 71,967 shares of Common Stock held by Venrock Partners, and 19,943 shares of Common Stock held by Venrock Entrepreneurs.

F9: Consists of an aggregate of 1,363,744 shares of Common Stock held by Venrock, 115,622 shares of Common Stock held by Venrock Partners, and 32,041 shares of Common Stock held by Venrock Entrepreneurs.

F10: The shares were acquired upon conversion of a convertible promissory note exempt from the definition of a derivative security because the conversion price did not become fixed until automatic conversion at the time of the closing of the Issuer's initial public offering.

F11: Consists of an aggregate of 1,479,642 shares of Common Stock held by Venrock, 125,448 shares of Common Stock held by Venrock Partners, and 34,764 shares of Common Stock held by Venrock Entrepreneurs.

F12: Consists of an aggregate of 2,231,558 shares of Common Stock held by Venrock, 189,198 shares of Common Stock held by Venrock Partners, and 52,431 shares of Common Stock held by Venrock Entrepreneurs.