FATE THERAPEUTICS INC — Director's Dealing 2014

May 5, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FATE THERAPEUTICS INC (FATE)
CIK: 0001434316
Period of Report: 2014-05-01

Reporting Person: Flynn Peter D (See remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-05-01	Common Stock	M	6925	$1.63	Acquired	13656	Direct
2014-05-01	Common Stock	M	1100	$1.63	Acquired	14756	Direct
2014-05-01	Common Stock	M	422	$1.37	Acquired	15178	Direct
2014-05-01	Common Stock	S	9793	$7.0662	Disposed	5385	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-05-01	Stock Option (right to buy)	$1.63	M	6925	Disposed	2022-02-08	Common Stock (6925)	Direct
2014-05-01	Stock Option (right to buy)	$1.63	M	1100	Disposed	2022-02-08	Common Stock (1100)	Direct
2014-05-01	Stock Option (right to buy)	$1.37	M	422	Disposed	2022-07-23	Common Stock (422)	Direct

Footnotes

F1: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 19, 2013.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.00 to $7.19, inclusive.

F3: The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (2) to this Form 4.

F4: The shares subject to this option shall vest and become exercisable at the rate of 1/4th of the shares on May 30, 2012 and 1/48th of the shares each month thereafter such that this option is fully exercisable on May 30, 2015. This option is subject to accelerated vesting upon a change of control of the Issuer and in the event of termination of employment under certain circumstances following a change of control of the Issuer.

F5: Not applicable.

F6: The shares subject to this option shall vest and become exercisable in 24 equal monthly installments beginning on the date one month after the completion of the Issuer's initial public offering. This option is subject to accelerated vesting upon a change of control of the Issuer after the completion of the Issuer's initial public offering.

F7: The shares subject to this option shall vest and become exercisable in 48 equal monthly installments beginning on August 3, 2012 such that this option is fully exercisable on July 3, 2016. This option is subject to accelerated vesting upon a change of control of the Issuer and in the event of termination of employment under certain circumstances following a change of control of the Issuer.