0001104659-24-038585.txt : 20240325 0001104659-24-038585.hdr.sgml : 20240325 20240325213019 ACCESSION NUMBER: 0001104659-24-038585 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240321 FILED AS OF DATE: 20240325 DATE AS OF CHANGE: 20240325 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Redmile Group, LLC CENTRAL INDEX KEY: 0001425738 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36076 FILM NUMBER: 24780776 BUSINESS ADDRESS: STREET 1: ONE LETTERMAN DRIVE STREET 2: BUILDING D, SUITE D3-300 CITY: SAN FRANCISCO STATE: CA ZIP: 94129 BUSINESS PHONE: 415-489-9980 MAIL ADDRESS: STREET 1: ONE LETTERMAN DRIVE STREET 2: BUILDING D, SUITE D3-300 CITY: SAN FRANCISCO STATE: CA ZIP: 94129 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Green Jeremy CENTRAL INDEX KEY: 0001650527 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36076 FILM NUMBER: 24780775 MAIL ADDRESS: STREET 1: 45 W. 27TH STREET, FLOOR 11 CITY: NEW YORK STATE: NY ZIP: 10001 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: FATE THERAPEUTICS INC CENTRAL INDEX KEY: 0001434316 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 651311552 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 12278 SCRIPPS SUMMIT DRIVE CITY: SAN DIEGO STATE: CA ZIP: 92131 BUSINESS PHONE: 858.875.1803 MAIL ADDRESS: STREET 1: 12278 SCRIPPS SUMMIT DRIVE CITY: SAN DIEGO STATE: CA ZIP: 92131 4 1 tm249642-1_4seq1.xml OWNERSHIP DOCUMENT X0508 4 2024-03-21 0 0001434316 FATE THERAPEUTICS INC FATE 0001425738 Redmile Group, LLC ONE LETTERMAN DRIVE, BUILDING D SUITE D3-300 SAN FRANCISCO CA 94129 1 0 1 0 0001650527 Green Jeremy C/O REDMILE GROUP, LLC (NY OFFICE) 45 W. 27TH STREET, FLOOR 11 NEW YORK NY 10001 1 0 1 0 0 Pre-Funded Warrants to Purchase Common Stock 0.001 2024-03-21 4 A 0 3636364 5.499 A 2024-03-21 Common Stock 3636364 3893674 I See Footnote On March 21, 2024, concurrently with the underwritten public offering of the Issuer's common stock, par value $0.001 per share (the "Common Stock"), a private investment vehicle managed by Redmile Group, LLC ("Redmile") acquired pre-funded warrants (the "Pre-Funded Warrants") to purchase shares of Common Stock (the "Pre-Funded Warrant Shares") for a purchase price per Pre-Funded Warrant equal to $5.50, less $0.001, in a private placement by the Issuer to certain investors pursuant to the terms of a securities purchase agreement, dated as of March 19, 2024 (the "Purchase Agreement"). The Pre-Funded Warrants are exercisable by the holder at any time on or after the closing date of the Purchase Agreement until fully exercised at an exercise price of $0.001 per Pre-Funded Warrant Share, subject to a 9.99% beneficial ownership blocker and a limitation on the right of the Issuer to issue the Pre-Funded Warrant Shares if and the extent that such exercise would violate the rules or regulations of Nasdaq Stock Market LLC. The Pre-Funded Warrants have no expiration date. The securities reported herein are directly owned by the certain private investment vehicles managed by Redmile, none of which individually is a 10% owner. The reported securities may be deemed beneficially owned by Redmile as investment manager of the private investment vehicles and by Jeremy Green as the managing principal of Redmile. Each of Redmile and Mr. Green (the "Reporting Persons") disclaims beneficial ownership of the reported securities except to the extent of their pecuniary interest therein. This report shall not be deemed an admission that the Reporting Persons are a beneficial owners of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Mr. Michael Lee, a member of the board of directors of the Issuer and a managing director of Redmile, was elected to the board of the Issuer as a representative of Redmile and its affiliates. As a result, the Reporting Persons are directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. By: /s/ Jeremy Green, Managing Member of Redmile Group, LLC 2024-03-25 /s/ Jeremy Green 2024-03-25