SEC FORM 3

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^*

RedCo II Master Fund, L.P.

(Last)

(First)

(Middle)

C/O REDMILE GROUP, LLC

ONE LETTERMAN DRIVE, BLDG D SUITE D3-300

(Street)

SAN FRANCISCO

94129

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/02/2025

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

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

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

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	8,977,624	D⁽¹⁾

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)
Pre-Funded Warrants to Purchase Common Stock	⁽²⁾	⁽²⁾	Common Stock	3,691,324⁽²⁾	⁽²⁾	D⁽¹⁾
Class A Convertible Preferred Stock	⁽³⁾⁽⁵⁾	⁽⁵⁾	Common Stock	810,065⁽⁴⁾	⁽⁵⁾	D⁽¹⁾
Cash-settled Swaps	⁽⁶⁾⁽⁷⁾⁽⁸⁾	⁽⁷⁾	Common Stock	266,280	$5.84⁽⁹⁾	D⁽¹⁾

Explanation of Responses:

1. The securities reported herein are directly owned by RedCo II Master Fund, L.P. ("RedCo II"), which is a fund managed by Redmile Group, LLC, and have been included among the securities previously reported in Section 16 filings reporting the indirect beneficial ownership of Redmile Group, LLC and Jeremy C. Green.

2. The Warrants have no expiration date and are exercisable at any time on or after the original issuance date until fully exercised, at an exercise price equal to $0.001 per share, subject to a beneficial ownership blocker of 9.99%, which percentage may be changed to up to 19.99% at a holder's election upon at least 61 days' notice to the Issuer. As of July 1, 2025, Redmile Group, LLC ("Redmile") elected to increase the beneficial ownership blocker percentage with respect to the Warrants held by certain private funds managed by Redmile, including RedCo II, to 14.99%, which will be effective within 60 days of the date listed above.

3. The Class A Preferred Stock is convertible into Common Stock in accordance with the terms of Issuer's Amended and Restated Certificate of Incorporation and the Issuer's Certificate of Designation of Preferences, Rights and Limitations of Class A Convertible Preferred Stock (as amended and restated, the "Certificate of Designation") at any time and from time to time at the holder's election based on a conversion ratio equal to the Class A Preferred Stock's stated value of $13.30 divided by its conversion price of $2.66.

4. The one-for-five conversion rate is taken into account in the amount of underlying Common Stock listed under Column 3 of Table II.

5. The Certificate of Designation provides that the holder may not convert any shares of Class A Preferred Stock if, after giving effect to the attempted conversion, the holder and its affiliates would beneficially own in the aggregate more than 14.99% of the number of shares of Common Stock outstanding after giving effect to such attempted conversion, which percentage may be changed at a holder's election upon 61 days' notice to the Issuer. The Class A Preferred Stock has no expiration date and no conversion price.

6. RedCo II is party to swap agreements with counterparties. Each notional share subject to each swap agreement represents the economic equivalent of one share of the Issuer's common stock. These agreements do not give RedCo II direct or indirect voting, investment or dispositive control over any securities of the Issuer and do not require the counterparties thereto to acquire, hold, vote or dispose of any securities of the Issuer. Accordingly, RedCo II disclaims any beneficial ownership in securities that may be referenced in such swap agreements or that may be held from time to time by any counterparties to the agreements.

7. RedCo II has the right to terminate and close out each swap at any time.

8. Upon settlement of the various swap agreements, either (i) the counterparty will pay to RedCo II in cash an amount determined in part by reference to any increase between the reference price and the market value of the notional number of shares of Common Stock subject to the swap agreement or (ii) RedCo II will pay to the counterparty in cash an amount determined in part by reference to any decrease between the reference price and the market value of the notional number of shares of Common Stock subject to the swap agreement.

9. Represents the reference price associated with the swap agreements.

Remarks:

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, RedCo II is a director by deputization for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.

	By: /s/ Jeremy Green, Managing Member of RedCo II (GP), LLC	07/03/2025
	** 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).
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New insider Redco Ii Master Fund, L.P. claimed ownership of 8,977,624 shares (SEC Form 3)