FATE THERAPEUTICS INC — Director's Dealing 2023

Jun 9, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FATE THERAPEUTICS INC (FATE)
CIK: 0001434316
Period of Report: 2023-06-06

Reporting Person: Lee Michael Stewart (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-06-06	Stock Option (Right to Buy)	$5.52	A	40000	Acquired	2033-06-06	Common Stock (40000)	Direct

Footnotes

F1: The stock option will vest in full upon the earlier of (i) June 6, 2024 or (ii) the date of the Issuer's 2024 Annual Meeting of Stockholders, subject to Michael Lee's continued service on the board of directors of the Issuer through the applicable vesting date.

F2: The stock option award was granted to Mr. Lee in connection with his service as a member of the board of directors of the Issuer. Mr. Lee, a managing director of Redmile Group, LLC ("Redmile"), was elected to the board of the Issuer as a representative of Redmile and its affiliates. Pursuant to the policies of Redmile, Mr. Lee holds this stock option award 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 award to Redmile. Mr. Lee disclaims beneficial ownership of the stock option award, 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 award 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 award 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 was elected to the board of directors of the Issuer as a representative of Redmile and its affiliates. As a result, Redmile and Mr. Green are directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.