Sec Form 4 Filing - OVP VENTURE PARTNERS VII LP @ FATE THERAPEUTICS INC - 2013-10-04

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 OVP VENTURE PARTNERS VII LP 2. Issuer Name and Ticker or Trading Symbol FATE THERAPEUTICS INC [ FATE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O OVP VENTURE PARTNERS, 1616 EASTLAKE AVE. E., SUITE 208 3. Date of Earliest Transaction (MM/DD/YY) 10/04/2013 (Street) SEATTLE, WA98102 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 10/04/2013 C 669,955 A 669,955 D ( 3 ) Common Stock 10/04/2013 C 702,387 A 1,372,342 D ( 3 ) Common Stock 10/04/2013 C 4,723 A 1,377,065 I By OVP VII Entrepreneurs Fund, L.P. ( 4 ) Common Stock 10/04/2013 C 4,951 A 1,382,016 I By OVP VII Entrepreneurs Fund, L.P. ( 4 ) Common Stock 10/04/2013 J( 5 ) 116,629 A $ 6 1,498,645 D ( 3 ) Common Stock 10/04/2013 J( 5 ) 822 A $ 6 1,499,467 I By OVP VII Entrepreneurs Fund, L.P. ( 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 Series A Convertible Preferred Stock ( 1 ) 10/04/2013 C 174,982 ( 1 ) ( 1 ) Common Stock 174,982 $ 0 0 D ( 3 ) Series A Convertible Preferred Stock ( 1 ) 10/04/2013 C 1,234 ( 1 ) ( 1 ) Common Stock 1,234 $ 0 0 I By OVP VII Entrepreneurs Fund, L.P. ( 4 ) Series B Convertible Preferred Stock ( 2 ) 10/04/2013 C 611,077 ( 2 ) ( 2 ) Common Stock 702,387 $ 0 0 D ( 3 ) Series B Convertible Preferred Stock ( 2 ) 10/04/2013 C 4,308 ( 2 ) ( 2 ) Common Stock 4,951 $ 0 0 I By OVP VII Entrepreneurs Fund, L.P. ( 4 ) Series C Convertible Preferred Stock ( 1 ) 10/04/2013 C 494,973 ( 1 ) ( 1 ) Common Stock 494,973 $ 0 0 D ( 3 ) Series C Convertible Preferred Stock ( 1 ) 10/04/2013 C 3,489 ( 1 ) ( 1 ) Common Stock 3,489 $ 0 0 I By OVP VII Entrepreneurs Fund, L.P. ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other OVP VENTURE PARTNERS VII LP C/O OVP VENTURE PARTNERS 1616 EASTLAKE AVE. E., SUITE 208 SEATTLE, WA98102 X OVP VII ENTREPRENEURS FUND LP C/O OVP VENTURE PARTNERS 1616 EASTLAKE AVE. E., SUITE 208 SEATTLE, WA98102 X Signatures /s/ Charles P. Waite, Jr., Managing Member, OVP Venture Partners VII, L.P. and OVP VII Entrepreneurs Fund, L.P. 10/04/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The aggregate number of shares of Issuer's Preferred Stock held by the Reporting Persons converted into Common Stock immediately prior to the closing of the Issuer's initial public offering and has no expiration date. These shares converted into Common Stock on a 1-for-1 basis. ( 2 )The aggregate number of shares of Issuer's Preferred Stock held by the Reporting Persons converted into Common Stock immediately prior to the closing of the Issuer's initial public offering and has no expiration date. These shares converted into Common Stock on approximately a 1-for-1.15 basis. ( 3 )These shares are owned directly by OVP Partners VII, L.P., whose sole general partner is OVMC VII, LLC ("OVMC"). The Reporting Person and OVMC each disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose. ( 4 )These shares are owned directly by OVP VII Entrepreneurs Fund, L.P., whose sole general partner is OVMC. The Reporting Person and OVMC each disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose. ( 5 )The shares were acquired upon conversion of a convertible promissory note exempt from the definition of a derivative security because the conversion price did not become fixed until automatic conversion at the time of the closing of the Issuer's initial public offering.

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).

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