Sec Form 4 Filing - Lee Michael Stewart @ FATE THERAPEUTICS INC - 2022-06-09

FORM 4 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 Lee Michael Stewart 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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O REDMILE GROUP, LLC, ONE LETTERMAN DR., BLDG. D, SUITE D3-300 3. Date of Earliest Transaction (MM/DD/YY) 06/09/2022 (Street) SAN FRANCISCO, CA94129 4. If Amendment, Date Original Filed (MM/DD/YY) 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 06/09/2022 A 8,650( 1 ) A $ 0 11,331 D( 2 )( 3 )( 4 )

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) $ 23.48 06/09/2022 A 11,893 ( 5 ) 06/09/2032 Common Stock 11,893 $ 0 11,893 D( 2 )( 3 )( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Lee Michael Stewart C/O REDMILE GROUP, LLC ONE LETTERMAN DR., BLDG. D, SUITE D3-300 SAN FRANCISCO, CA94129 X Signatures /s/ Michael Lee 06/13/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reported securities are represented by restricted stock units, which will vest in full upon the earlier of (i) June 9, 2023 or (ii) the date of the Issuer's 2023 Annual Meeting of Stockholders, subject to Michael Lee's continued service on the board of directors of the Issuer through the applicable vesting date. ( 2 )The equity 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. Pursuant to the policies of Redmile, Mr. Lee holds this equity 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 equity award to Redmile. Mr. Lee disclaims beneficial ownership of the equity 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. ( 3 )The equity award may also be deemed beneficially owned by Jeremy Green as the principal of Redmile. Redmile and Mr. Green disclaim beneficial ownership of the equity 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. ( 4 )Mr. Lee was elected to the board of directors of the Issuer as a representative of Redmile. 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. ( 5 )The stock option will vest in full upon the earlier of (i) June 9, 2023 or (ii) the date of the Issuer's 2023 Annual Meeting of Stockholders, subject to Michael Lee's continued service on the board of directors of the Issuer through the applicable vesting date.

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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