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* OVP VENTURE PARTNERS VII LP (Last) (First) (Middle) C/O OVP VENTURE PARTNERS 1616 EASTLAKE AVE. E., SUITE 208 (Street) SEATTLE WA 98102 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 09/30/2013	3. Issuer Name and Ticker or Trading Symbol FATE THERAPEUTICS INC [ FATE ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) 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) Form filed by One Reporting Person X 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)

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
Series A Convertible Preferred Stock	(1)	(1)	Common Stock	174,982	(1)	D(3)
Series A Convertible Preferred Stock	(1)	(1)	Common Stock	1,234	(1)	I	By OVP VII Entrepreneurs Fund, L.P.(4)
Series B Convertible Preferred Stock	(2)	(2)	Common Stock	702,387	(2)	D(3)
Series B Convertible Preferred Stock	(2)	(2)	Common Stock	4,951	(2)	I	By OVP VII Entrepreneurs Fund, L.P.(4)
Series C Convertible Preferred Stock	(1)	(1)	Common Stock	494,973	(1)	D(3)
Series C Convertible Preferred Stock	(1)	(1)	Common Stock	3,489	(1)	I	By OVP VII Entrepreneurs Fund, L.P.(4)

1. Name and Address of Reporting Person* OVP VENTURE PARTNERS VII LP (Last) (First) (Middle) C/O OVP VENTURE PARTNERS 1616 EASTLAKE AVE. E., SUITE 208 (Street) SEATTLE WA 98102 (City) (State) (Zip)

1. Name and Address of Reporting Person* OVP VII ENTREPRENEURS FUND LP (Last) (First) (Middle) C/O OVP VENTURE PARTNERS 1616 EASTLAKE AVE. E., SUITE 208 (Street) SEATTLE WA 98102 (City) (State) (Zip)

Explanation of Responses:

1. The aggregate number of shares of Issuer's Preferred Stock held by the Reporting Person converts into Common Stock immediately prior to the closing of the Issuer's initial public offering and has no expiration date. These shares convert into Common Stock on a 1-for-1 basis.

2. The aggregate number of shares of Issuer's Preferred Stock held by the Reporting Person converts into Common Stock immediately prior to the closing of the Issuer's initial public offering and has no expiration date. These shares convert into Common Stock on approximately a 1-for-1.15 basis.

3. These shares are owned directly by OVP Partners VII, L.P., whose sole general partner is OVMC VII, LLC ("OVMC"). The Reporting Person and OVMC each disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.

4. These shares are owned directly by OVP VII Entrepreneurs Fund, L.P., whose sole general partner is OVMC. The Reporting Person and OVMC each disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.

	/s/ Charles P. Waite, Jr., Managing Member, OVP Venture Partners VII, L.P. and OVP VII Entrepreneurs Fund, L.P.	09/30/2013
	** 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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