SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Nashat Amir (Last) (First) (Middle) C/O POLARIS PARTNERS ONE MARINA PARK DRIVE, 10TH FL. (Street) BOSTON MA 02210 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol FATE THERAPEUTICS INC [ FATE ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 07/18/2019
	4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/18/2019		S(1)		20,656	D	$22.5043(2)	1,400,808(3)	I	See Footnote(4)
Common Stock	07/19/2019		S(1)		1,016	D	$22.5	1,399,792(3)	I	See Footnote(4)
Common Stock	07/22/2019		S(1)		46,992	D	$22.5242(5)	1,352,800(3)	I	See Footnote(4)
Common Stock	07/18/2019		S(1)		403	D	$22.5042(2)	27,308(3)	I	See Footnote(6)
Common Stock	07/19/2019		S(1)		20	D	$22.5	27,288(3)	I	See Footnote(6)
Common Stock	07/22/2019		S(1)		917	D	$22.5242(5)	26,371(3)	I	See Footnote(6)
Common Stock	07/18/2019		S(1)		142	D	$22.5043(2)	9,605(3)	I	See Footnote(7)
Common Stock	07/19/2019		S(1)		7	D	$22.5	9,598(3)	I	See Footnote(7)
Common Stock	07/22/2019		S(1)		323	D	$22.5243(5)	9,275(3)	I	See Footnote(7)
Common Stock	07/18/2019		S(1)		208	D	$22.5044(2)	14,056(3)	I	See Footnote(8)
Common Stock	07/19/2019		S(1)		10	D	$22.5	14,046(3)	I	See Footnote(8)
Common Stock	07/22/2019		S(1)		472	D	$22.5241(5)	13,574(3)	I	See Footnote(8)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The sale of these shares were effected pursuant to Rule 10b5-1 trading plans adopted by each of Polaris Venture Partners V, L.P. ("PVP V"), Polaris Venture Partners Entrepreneurs' Fund V, L.P. ("PVPE V"), Polaris Venture Partners Founders' Fund V, L.P. ("PVPFF V") and Polaris Venture Partners Special Founders' Fund V, L.P. ("PVPSFF V", together with PVP V, PVPE V, PVPFF V, the "Polaris Funds") on June 17, 2019.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $22.50 to $22.61, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the United States Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (2) to this Form 4.

3. In prior Form 4 filings, the shares reported in Column 5 were reported as an aggregate number of shares owned by all of the Polaris Funds. The format of the disclosure contained herein has been revised to show the number of securities beneficially owned by each of the Polaris Funds, on a fund by fund basis.

4. The reportable securities are owned directly by PVP V. Polaris Venture Management Co. V, L.L.C. ("PVM V") is the general partner of PVP V. The Reporting Person, a member of the Issuer's Board of Directors, is a member of PVM V. Each of Jonathan A. Flint ("Flint") and Terrance G. McGuire ("McGuire") are the managing members of PVM V. Each of Flint, McGuire and the Reporting Person, in their respective capacities with respect to PVM V, may be deemed to have shared voting and dispositive power over the shares held by PVP V. Each of PVM V, Flint, McGuire and the Reporting Person disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any one of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $22.50 to $22.70, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (5) to this Form 4.

6. The reportable securities are owned directly by PVPE V. PVM V is the general partner of PVPE V. The Reporting Person, a member of the Issuer's Board of Directors, is a member of PVM V. Each of Flint and McGuire are the managing members of PVM V. Each of Flint, McGuire and the Reporting Person, in their respective capacities with respect to PVM V, may be deemed to have shared voting and dispositive power over the shares held by PVPE V. Each of PVM V, Flint, McGuire and the Reporting Person disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any one of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.

7. The reportable securities are owned directly by PVPFF V. PVM V is the general partner of PVPFF V. The Reporting Person, a member of the Issuer's Board of Directors, is a member of PVM V. Each of Flint and McGuire are the managing members of PVM V. Each of Flint, McGuire and the Reporting Person, in their respective capacities with respect to PVM V, may be deemed to have shared voting and dispositive power over the shares held by PVPFF V. Each of PVM V, Flint, McGuire and the Reporting Person disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any one of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.

8. The reportable securities are owned directly by PVPSFF V. PVM V is the general partner of PVPSFF V. The Reporting Person, a member of the Issuer's Board of Directors, is a member of PVM V. Each of Flint and McGuire are the managing members of PVM V. Each of Flint, McGuire and the Reporting Person, in their respective capacities with respect to PVM V, may be deemed to have shared voting and dispositive power over the shares held by PVPSFF V. Each of PVM V, Flint, McGuire and the Reporting Person disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any one of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.

Remarks:

Exhibit 24 - Power of Attorney for Amir Nashat

	/s/ Lauren Crockett, Attorney-in-Fact for Amir Nashat	07/22/2019
	** 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 4 (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.

                               POWER OF ATTORNEY

          The undersigned (the "Reporting Person") hereby constitutes and
appoints Lauren Crockett, signing singly, with full power of substitution, as
the Reporting Person's true and lawful attorney in fact to:

          (1)     prepare, execute in the Reporting Person's name and on the
Reporting Person's behalf, and submit to the U.S. Securities and Exchange
Commission (the "SEC") a Form ID, including amendments thereto, and any other
documents necessary or appropriate to obtain codes and passwords enabling the
Reporting Person to make electronic filings with the SEC of Reports required by
Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation
of the SEC;

          (2)     prepare and file on behalf of such Reporting Person any and
all reports, notices, communications and other documents (including, but not
limited to, reports on Schedule 13D, Schedule 13G, Form 13-F, Form 3, Form 4 and
Form 5) that such Reporting Person may be required to file with the SEC pursuant
to the Securities Act of 1933, as amended (together with the implementing
regulations thereto, the "Act") and the Securities Exchange Act of 1934, as
amended (together with the implementing regulations thereto, the "Exchange Act")
(collectively, the "Reports") with respect to the Reporting Person's (a) status
as an officer or director of, or (b) ownership of, or transactions in, the
securities of, any entity whose securities are beneficially owned (directly or
indirectly) by the Reporting Person ("Portfolio Companies");

          (3)     do and perform any and all acts for and on behalf of the
Reporting Person which may be necessary or desirable to complete and execute any
such Reports, complete and execute any amendment or amendments thereto, and
timely file such form with the SEC and any stock exchange or similar authority;
and

          (4)     take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such attorney in fact, may be of
benefit to, in the best interest of, or legally required by, the Reporting
Person, it being understood that the documents executed by such attorney in fact
on behalf of the Reporting Person pursuant to this Power of Attorney shall be in
such form and shall contain such terms and conditions as such attorney in fact
may approve in such attorney in fact's discretion.

          The Reporting Person hereby grants to such attorney in fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the Reporting
Person might or could do if personally present, with full power of substitution
or revocation, hereby ratifying and confirming all that such attorney in fact,
or such attorney in fact's substitute or substitutes, shall lawfully do or cause
to be done by virtue of this power of attorney and the rights and powers herein
granted. The Reporting Person acknowledges that the foregoing attorney in fact,
in serving in such capacity at the request of the Reporting Person, is not
assuming any of the Reporting Person's responsibilities to comply with Section
16 of the Securities Exchange Act of 1934.

          This Power of Attorney with respect to the Reporting Person shall
remain in full force and effect until such Reporting Person is no longer
required to file any Reports with respect to the Reporting Person's ownership
of, or transactions in, the securities of Portfolio Companies, unless earlier
revoked in a signed writing delivered to the foregoing attorney in fact.

     IN WITNESS WHEREOF, the undersigned have caused this Power of Attorney to
be executed as of this 10th day of June, 2019.


                                        By: /s/ Amir Nashat
                                            ----------------------
                                        Name: Amir Nashat