FATE THERAPEUTICS INC — Director's Dealing 2016

May 18, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FATE THERAPEUTICS INC (FATE)
CIK: 0001434316
Period of Report: 2016-05-16

Reporting Person: Storgard Chris (Chief Medical Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-16	Common Stock	A	9090	$0.00	Acquired	9090	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-05-16	Stock option (right to buy)	$1.54	A	200000	Acquired	2026-05-15	Common Stock (200000)	Direct

Footnotes

F1: Represents shares being issued pursuant to the Company's 2013 Stock Option and Incentive Plan as a portion of a signing bonus in connection with Dr. Storgard's agreement to enter into employment with the Company.

F2: This stock option is an inducement grant made under the Company's Inducement Equity Incentive Plan (the "Inducement Plan") pursuant to NASDAQ Stock Market Rule 5635(c)(4).

F3: Pursuant to the Inducement Plan, Dr. Storgard was granted an option to buy 200,000 shares of Common Stock. Twenty five percent of the shares subject to this option shall vest and become exercisable on May 16, 2017 and 1/48th of the shares shall vest and become exercisable monthly thereafter, so that one hundred percent of the shares shall be vested and exercisable on May 16, 2020.

F4: Not applicable.