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* Bressi Jerome Charles (Last) (First) (Middle) C/O FATE THERAPEUTICS, INC. 12278 SCRIPPS SUMMIT DRIVE (Street) SAN DIEGO CA 92131 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 08/14/2024	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) See Remarks	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	276,183	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)	(1)	01/02/2029	Common Stock	50,000	$13.53	D
Stock Option (Right to Buy)	(1)	01/10/2030	Common Stock	17,007	$21.94	D
Stock Option (Right to Buy)	(2)	01/25/2032	Common Stock	42,446	$39.87	D
Stock Option (Right to Buy)	(3)	02/06/2033	Common Stock	425,000	$6.77	D
Stock Option (Right to Buy)	(4)	02/01/2034	Common Stock	425,000	$6.76	D

Explanation of Responses:

1. The stock option is fully vested and exercisable.

2. The option vests in 48 equal monthly installments following January 1, 2022 such that all of the shares shall be fully vested and exercisable on January 1, 2026, subject to the Reporting Person's continued service to the Issuer through each such date.

3. The option vests in 36 equal monthly installments following January 1, 2023 such that all of the shares shall be fully vested and exercisable on January 1, 2026, subject to the Reporting Person's continued service to the Issuer through each such date.

4. The option vests in 36 equal monthly installments following January 1, 2024 such that all of the shares shall be fully vested and exercisable on January 1, 2027, subject to the Reporting Person's continued service to the Issuer through each such date.

Remarks:

Exhibit 24 - Power of Attorney; Chief Regulatory and Quality Officer

	/s/ Cindy R. Tahl, as Attorney-in-Fact	08/21/2024
	** 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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