Bahram Valamehr Form 3 FATE THERAPEUTICS / Bahram Valamehr ownership change

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^*

Valamehr Bahram

(Last) (First) (Middle)

C/O FATE THERAPEUTICS, INC.

3535 GENERAL ATOMICS COURT, SUITE 200

(Street)

SAN DIEGO CA 92121

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/31/2018

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 Development 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(1)	27,958	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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	(2)	07/17/2028	Common Stock	150,000	11.03	D
Stock Option (right to buy)	(3)	01/15/2028	Common Stock	214,800	6.55	D
Stock Option (right to buy)	(4)	01/03/2027	Common Stock	120,000	2.73	D
Stock Option (right to buy)	(5)	01/07/2026	Common Stock	88,080	2.9	D
Stock Option (right to buy)	(6)	01/05/2025	Common Stock	10,704	4.84	D
Stock Option (right to buy)	(7)	01/09/2024	Common Stock	8,500	6.62	D
Stock Option (right to buy)	(7)	08/11/2023	Common Stock	1,536	7.87	D
Stock Option (right to buy)	(7)	01/13/2023	Common Stock	423	1.37	D
Stock Option (right to buy)	(7)	03/11/2021	Common Stock	3,076	1.69	D
Stock Option (right to buy)	(7)	02/10/2020	Common Stock	1,153	1.69	D

Explanation of Responses:

1. Award of Restricted Stock Units, where 10,458 of the underlying shares are vested and 17,500 of the underlying shares vest on October 12, 2019. This grant is subject to an 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 48 equal monthly installments beginning on August 18, 2018 such that this option is fully exercisable on July 18, 2022.

3. The shares subject to this option shall vest and become exercisable in 48 equal monthly installments beginning on February 16, 2018 such that this option is fully exercisable on January 16, 2022.

4. The shares subject to this option shall vest and become exercisable in 48 equal monthly installments beginning on February 4, 2017 such that this option is fully exercisable on January 4, 2021.

5. The shares subject to this option shall vest and become exercisable in 48 equal monthly installments beginning on February 8, 2016 such that this option is fully exercisable on January 8, 2020.

6. The shares subject to this option shall vest and become exercisable in 48 equal monthly installments beginning on February 5, 2015 such that this option is fully exercisable on January 5, 2019.

7. This option is fully vested.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Cindy R. Tahl, as Attorney-in-Fact	08/07/2018
	** 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.
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