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: OVP VENTURE PARTNERS VII LP (10% Owner)
Reporting Person: OVP VII ENTREPRENEURS FUND LP (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-10-04	Common Stock	C	669955	—	Acquired	669955	Direct
2013-10-04	Common Stock	C	702387	—	Acquired	1372342	Direct
2013-10-04	Common Stock	C	4723	—	Acquired	1377065	Indirect
2013-10-04	Common Stock	C	4951	—	Acquired	1382016	Indirect
2013-10-04	Common Stock	J	116629	$6	Acquired	1498645	Direct
2013-10-04	Common Stock	J	822	$6	Acquired	1499467	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-10-04	Series A Convertible Preferred Stock	$	C	174982	Disposed		Common Stock (174982)	Direct
2013-10-04	Series A Convertible Preferred Stock	$	C	1234	Disposed		Common Stock (1234)	Indirect
2013-10-04	Series B Convertible Preferred Stock	$	C	611077	Disposed		Common Stock (702387)	Direct
2013-10-04	Series B Convertible Preferred Stock	$	C	4308	Disposed		Common Stock (4951)	Indirect
2013-10-04	Series C Convertible Preferred Stock	$	C	494973	Disposed		Common Stock (494973)	Direct
2013-10-04	Series C Convertible Preferred Stock	$	C	3489	Disposed		Common Stock (3489)	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 OVP Partners VII, L.P., whose sole general partner is OVMC VII, LLC ("OVMC"). The Reporting Person and OVMC each 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 OVP VII Entrepreneurs Fund, L.P., whose sole general partner is OVMC. The Reporting Person and OVMC each 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: 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.