Sec Form 4 Filing - Valamehr Bahram @ FATE THERAPEUTICS INC - 2019-10-15

Insider filing report for Changes in Beneficial Ownership
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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
Valamehr Bahram
2. Issuer Name and Ticker or Trading Symbol
FATE THERAPEUTICS INC [ FATE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Development Officer
(Last) (First) (Middle)
C/O FATE THERAPEUTICS, INC., 3535 GENERAL ATOMICS COURT, SUITE 200
3. Date of Earliest Transaction (MM/DD/YY)
10/15/2019
(Street)
SAN DIEGO, CA92121
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 10/15/2019 S 6,200 ( 1 ) D $ 14.1759 ( 2 ) 66,758 ( 3 ) 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Valamehr Bahram
C/O FATE THERAPEUTICS, INC.
3535 GENERAL ATOMICS COURT, SUITE 200
SAN DIEGO, CA92121
Chief Development Officer
Signatures
/s/ Cindy R. Tahl, as Attorney-in-Fact 10/16/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Required number of shares sold by the reporting person to cover tax withholding obligations in connection with the vesting of 17,500 shares of Common Stock underlying restricted stock units ("RSUs") granted to the reporting person on October 15, 2015. This sale was made pursuant to an irrevocable election on December 18, 2018 by the reporting person to satisfy tax withholding obligations through a "sell to cover" transaction and does not represent a discretionary trade by the reporting person.
( 2 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.94 to $14.35 per share. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 3 )All remaining shares of Common Stock held by the reporting person are subject to the terms of a lock-up agreement with Jefferies LLC and Citigroup Global Markets Inc. (the "Representatives"), as representatives of the underwriters in the Company's public offering pursuant to a prospectus supplement dated September 11, 2019, pursuant to which the reporting person agreed, without the prior written consent of the Representatives, and subject to limited exceptions, not to sell, offer to sell, contract to sell or lend, effect any short sale, pledge, hypothecate or grant any security interest in, or otherwise transfer or dispose of, any shares of Common Stock, either directly or indirectly.

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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