SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Shoemaker Daniel D

(Last)

(First)

(Middle)

C/O FATE THERAPEUTICS, INC.

3535 GENERAL ATOMICS COURT, SUITE 200

(Street)

SAN DIEGO

92121

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/30/2013

3. Issuer Name and Ticker or Trading Symbol
FATE THERAPEUTICS INC [ FATE ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Technology Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	34,615	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)	⁽¹⁾	02/08/2022	Common Stock	31,784	$1.63	D
Stock Option (right to buy)	⁽²⁾	02/08/2022	Common Stock	19,200	$1.63	D
Stock Option (right to buy)	⁽³⁾	07/23/2022	Common Stock	20,294	$1.37	D
Stock Option (right to buy)	⁽⁴⁾	08/11/2023	Common Stock	24,615	$7.87	D

Explanation of Responses:

1. The shares subject to this option shall vest and become exercisable at the rate of 1/4th of the shares on May 30, 2012 and 1/48th of the shares each month thereafter such that this option is fully exercisable on May 30, 2015. This option is subject to accelerated vesting upon a change of control of the Issuer and in the event of termination of employment under certain circumstances following a change of control of the Issuer.

2. The shares subject to this option shall vest and become exercisable in 24 equal monthly installments beginning on the date one month after the completion of the Issuer's initial public offering. This option is subject to accelerated vesting upon a change of control of the Issuer after the completion of the Issuer's initial public offering.

3. The shares subject to this option shall vest and become exercisable in 48 equal monthly installments beginning on August 3, 2012 such that this option is fully exercisable on July 3, 2016. This option is subject to accelerated vesting upon a change of control of the Issuer and in the event of termination of employment under certain circumstances following a change of control of the Issuer.

4. 1/4th of the shares subject to this option shall vest and become exercisable in 48 equal monthly installments from the completion of the Issuer's initial public offering, and the remaining 3/4th of the shares are divided into five equal parts, each of which will vest and become exercisable in 24 equal monthly installments following the Issuer's achievement of each of five specified performance based milestones.

	/s/ Daniel D. Shoemaker	09/30/2013
	** Signature of Reporting Person	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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.