Sec Form 4/A Filing - Wolchko J Scott @ FATE THERAPEUTICS INC - 2022-01-20

FORM 4/A Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Wolchko J Scott 2. Issuer Name and Ticker or Trading Symbol FATE THERAPEUTICS INC [ FATE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) C/O FATE THERAPEUTICS, INC., 12278 SCRIPPS SUMMIT DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 01/20/2022 (Street) SAN DIEGO, CA92131 4. If Amendment, Date Original Filed (MM/DD/YY) 01/24/2022 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 01/20/2022 M( 1 ) 30,000 A $ 2.7( 2 ) 461,546 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option (Right to Buy) $ 2.7( 2 ) 01/20/2022 M( 1 ) 30,000 ( 3 ) 01/11/2026 Common Stock 30,000 $ 0 86,246( 4 ) D Stock Option (Right to Buy) $ 2.7 01/21/2022 M( 1 ) 10,000 ( 3 ) 01/11/2026 Common Stock 10,000 $ 0 76,246( 4 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Wolchko J Scott C/O FATE THERAPEUTICS, INC. 12278 SCRIPPS SUMMIT DRIVE SAN DIEGO, CA92131 X President and CEO Signatures /s/ Cindy Tahl, Attorney-in-Fact 02/04/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 10, 2020. ( 2 )Corrected option price. ( 3 )This stock option is fully vested. ( 4 )Corrected ending balance of this option which includes 36,800 shares that are vested and outstanding pursuant to a second option grant issued on January 12, 2016.

Remarks: This amended Form 4 corrects the option exercise price and ending balance of the Reporting Person's stock options that were granted on January 12, 2016 at $2.70 per share. The other transactions that were reported on the Form 4 filed on January 24, 2022 were correct and such line items are not required to be restated in this amendment.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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