FATE THERAPEUTICS INC — Director's Dealing 2020

May 5, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FATE THERAPEUTICS INC (FATE)
CIK: 0001434316
Period of Report: 2020-05-01

Reporting Person: Redmile Group, LLC (Director, 10% Owner)
Reporting Person: Green Jeremy (Director, 10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-05-01	Stock Option (Right to Buy)	$26.59	A	16000	Acquired	2030-05-01	Common Stock (16000)	Indirect

Footnotes

F1: The shares subject to the stock option will vest in full upon the earlier of (i) May 1, 2021 or (ii) the date of the Issuer's 2021 Annual Meeting of Stockholders, subject to Michael Lee's continued service on the board of directors of the Issuer through each vesting date.

F2: The stock option was granted to Mr. Lee, a managing director of Redmile Group, LLC ("Redmile"), in connection with his service as a member of the Board of Directors of the Issuer. Pursuant to the policies of Redmile, Mr. Lee holds this stock option as a nominee on behalf, and for the sole benefit, of Redmile and has assigned all economic, pecuniary and voting rights in respect of the stock option to Redmile. Mr. Lee disclaims beneficial ownership of the stock option, and the filing of this Form 4 shall not be deemed an admission that Mr. Lee is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

F3: The stock option may also be deemed beneficially owned by Jeremy Green as the principal of Redmile. Redmile and Mr. Green disclaim beneficial ownership of the stock option except to the extent of their pecuniary interest therein, and this Form 4 shall not be deemed an admission that Redmile or Mr. Green is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

F4: Mr. Lee, a member of the board of directors of the Issuer and a managing director of Redmile, was elected to the board of the Issuer as a representative of Redmile. As a result, the Reporting Persons are directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.