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	OMB APPROVAL	

OMB Number:	
3235-0104	

Estimated average burden	

hours per response:	
0.5	

	

	
1. Name and Address of Reporting Person *
VENROCK ASSOCIATES V LP	

(Last)	
(First)	
(Middle)	

C/O VENROCK	

3340 HILLVIEW AVENUE	

(Street)
PALO ALTO	
CA	
94304	

(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	675,492	(1)	I	By Funds (2)(3)	 	
Series B Convertible Preferred Stock	(4)	(4)	Common Stock	265,252	(4)	I	By Funds (3)(5)	 	
Series C Convertible Preferred Stock	(1)	(1)	Common Stock	570,663	(1)	I	By Funds (3)(6)	 	
1. Name and Address of Reporting Person*
VENROCK ASSOCIATES V LP	

(Last)	
(First)	
(Middle)	

C/O VENROCK	

3340 HILLVIEW AVENUE	

(Street)
PALO ALTO	
CA	
94304	

(City)	
(State)	
(Zip)	

	
1. Name and Address of Reporting Person*
VENROCK PARTNERS V L P	

(Last)	
(First)	
(Middle)	

C/O VENROCK	

3340 HILLVIEW AVENUE	

(Street)
PALO ALTO	
CA	
94304	

(City)	
(State)	
(Zip)	

	
1. Name and Address of Reporting Person*
Venrock Entrepreneurs Fund V, L.P.	

(Last)	
(First)	
(Middle)	

C/O VENROCK	

3340 HILLVIEW AVENUE	

(Street)
PALO ALTO	
CA	
94304	

(City)	
(State)	
(Zip)	

	
1. Name and Address of Reporting Person*
Venrock Management V, LLC	

(Last)	
(First)	
(Middle)	

C/O VENROCK	

3340 HILLVIEW AVENUE	

(Street)
PALO ALTO	
CA	
94304	

(City)	
(State)	
(Zip)	

	
1. Name and Address of Reporting Person*
Venrock Partners Management V, LLC	

(Last)	
(First)	
(Middle)	

C/O VENROCK	

3340 HILLVIEW AVENUE	

(Street)
PALO ALTO	
CA	
94304	

(City)	
(State)	
(Zip)	

	
1. Name and Address of Reporting Person*
VEF Management V, LLC	

(Last)	
(First)	
(Middle)	

C/O VENROCK	

3340 HILLVIEW AVENUE	

(Street)
PALO ALTO	
CA	
94304	

(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. Consists of an aggregate of 609,497 shares of Series A Convertible Preferred Stock ("Series A Stock") held by Venrock Associates V, L.P. ("Venrock"), 51,675 shares of Series A Stock held by Venrock Partners V, L.P. ("Venrock Partners"), and 14,320 shares of Series A Stock held by Venrock Entrepreneurs Fund V, L.P. ("Venrock Entrepreneurs" and together with Venrock and Venrock Partners, the "Venrock Entities").	
3. The sole general partner of Venrock is Venrock Management V, LLC ("VM5"). The sole general partner of Venrock Partners is Venrock Partners Management V, LLC ("VPM5"). The sole general partner of Venrock Entrepreneurs is VEF Management V, LLC ("VEFM5"). VM5, VPM5 and VEFM5 disclaim beneficial ownership over all shares held by the Venrock Entities, except to the extent of their indirect pecuniary interests therein.	
4. 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.	
5. Consists of an aggregate of 239,337 shares of Series B Convertible Preferred Stock ("Series B Stock") held by Venrock, 20,292 shares of Series B Stock held by Venrock Partners, and 5,623 shares of Series B Stock held by Venrock Entrepreneurs.	
6. Consists of an aggregate of 514,910 shares of Series C Convertible Preferred Stock ("Series C Stock") held by Venrock, 43,655 shares of Series C Stock held by Venrock Partners, and 12,098 shares of Series C Stock held by Venrock Entrepreneurs.	
Remarks:	
 	
 	/s/ David L. Stepp, Authorized Signatory	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).	
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.