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