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: Nashat Amir (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-10-04	Common Stock	C	1202459	—	Acquired	1202459	Indirect
2013-10-04	Common Stock	C	255950	—	Acquired	1458409	Indirect
2013-10-04	Common Stock	C	23436	—	Acquired	1481845	Indirect
2013-10-04	Common Stock	C	4988	—	Acquired	1486833	Indirect
2013-10-04	Common Stock	C	8237	—	Acquired	1495070	Indirect
2013-10-04	Common Stock	C	1753	—	Acquired	1496823	Indirect
2013-10-04	Common Stock	C	12024	—	Acquired	1508847	Indirect
2013-10-04	Common Stock	C	2560	—	Acquired	1511407	Indirect
2013-10-04	Common Stock	J	123943	$6	Acquired	1635350	Indirect
2013-10-04	Common Stock	J	2415	$6	Acquired	1637765	Indirect
2013-10-04	Common Stock	J	849	$6	Acquired	1638614	Indirect
2013-10-04	Common Stock	J	1239	$6	Acquired	1639853	Indirect
2013-10-04	Common Stock	P	804112	$6	Acquired	2443965	Indirect
2013-10-04	Common Stock	P	15672	$6	Acquired	2459637	Indirect
2013-10-04	Common Stock	P	5508	$6	Acquired	2465145	Indirect
2013-10-04	Common Stock	P	8041	$6	Acquired	2473186	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-10-04	Series A Convertible Preferred Stock	$	C	651806	Disposed		Common Stock (651806)	Indirect
2013-10-04	Series A Convertible Preferred Stock	$	C	12704	Disposed		Common Stock (12704)	Indirect
2013-10-04	Series A Convertible Preferred Stock	$	C	4465	Disposed		Common Stock (4465)	Indirect
2013-10-04	Series A Convertible Preferred Stock	$	C	6518	Disposed		Common Stock (6518)	Indirect
2013-10-04	Series B Convertible Preferred Stock	$	C	222677	Disposed		Common Stock (255950)	Indirect
2013-10-04	Series B Convertible Preferred Stock	$	C	4340	Disposed		Common Stock (4988)	Indirect
2013-10-04	Series B Convertible Preferred Stock	$	C	1525	Disposed		Common Stock (1753)	Indirect
2013-10-04	Series B Convertible Preferred Stock	$	C	2227	Disposed		Common Stock (2560)	Indirect
2013-10-04	Series C Convertible Preferred Stock	$	C	550653	Disposed		Common Stock (550653)	Indirect
2013-10-04	Series C Convertible Preferred Stock	$	C	10732	Disposed		Common Stock (10732)	Indirect
2013-10-04	Series C Convertible Preferred Stock	$	C	3772	Disposed		Common Stock (3772)	Indirect
2013-10-04	Series C Convertible Preferred Stock	$	C	5506	Disposed		Common Stock (5506)	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: 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.

F3: These shares are owned directly by Polaris Venture Partners V, L.P., whose sole general partner is Polaris Venture Management Co. V, LLC ("Polaris Management"). The members of North Star Venture Management 2010 LLC are also members of Polaris Management, and as members of the general partner, they may be deemed to share voting and investment power of such shares. The Reporting Person is a member of Polaris Management and has shared voting and investment power over such shares and may be deemed the indirect beneficial owner of such shares. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.

F4: These shares are owned directly by Polaris Venture Partners Entrepreneurs' Fund V, L.P., whose sole general partner is Polaris Management. The members of North Star Venture Management 2010 LLC are also members of Polaris Management, and as members of the general partner, they may be deemed to share voting and investment power of such shares. The Reporting Person is a member of Polaris Management and has shared voting and investment power over such shares and may be deemed the indirect beneficial owner of such shares. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.

F5: These shares are owned directly by Polaris Venture Partners Founders' Fund V, L.P., whose sole general partner is Polaris Management. The members of North Star Venture Management 2010 LLC are also members of Polaris Management, and as members of the general partner, they may be deemed to share voting and investment power of such shares. The Reporting Person is a member of Polaris Management and has shared voting and investment power over such shares and may be deemed the indirect beneficial owner of such shares. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.

F6: These shares are owned directly by Polaris Venture Partners Special Founders' Fund V, L.P., whose sole general partner is Polaris Management. The members of North Star Venture Management 2010 LLC are also members of Polaris Management, and as members of the general partner, they may be deemed to share voting and investment power of such shares. The Reporting Person is a member of Polaris Management and has shared voting and investment power over such shares and may be deemed the indirect beneficial owner of such shares. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.

F7: 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.