¨ Rule 13d-1(b)
ý Rule 13d-1(c)
¨ Rule 13d-1(d)
(1) |
Names of Reporting Persons. |
Redmile Group, LLC |
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(2) |
Check the Appropriate Box if a Member of a Group (See Instructions) |
(a) ¨ (b) ¨ |
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(3) |
SEC Use Only |
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(4) |
Citizenship or Place of Organization |
DELAWARE |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
(5) |
Sole Voting Power |
0 |
|||
(6) |
Shared Voting Power |
6,655,9621 |
||||
(7) |
Sole Dispositive Power |
0 |
||||
(8) |
Shared Dispositive Power |
6,655,9621 |
||||
(9) |
Aggregate Amount Beneficially Owned by Each Reporting Person |
6,655,9621 |
||||
(10) |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) |
¨ |
||||
(11) |
Percent of Class Represented by Amount in Row (9) |
12.6%2 |
||||
(12) |
Type of Reporting Person (See Instructions) |
IA, OO |
||||
(1) |
Names of Reporting Persons. |
Redmile Capital Offshore Fund II, Ltd. |
||||
(2) |
Check the Appropriate Box if a Member of a Group (See Instructions) |
(a) ¨ (b) ¨ |
||||
(3) |
SEC Use Only |
|||||
(4) |
Citizenship or Place of Organization |
Cayman Islands |
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
(5) |
Sole Voting Power |
0 |
|||
(6) |
Shared Voting Power |
2,261,6283 |
||||
(7) |
Sole Dispositive Power |
0 |
||||
(8) |
Shared Dispositive Power |
2,261,6283 |
||||
(9) |
Aggregate Amount Beneficially Owned by Each Reporting Person |
2,261,6283 |
||||
(10) |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) |
¨ |
||||
(11) |
Percent of Class Represented by Amount in Row (9) |
4.3%4 |
||||
(12) |
Type of Reporting Person (See Instructions) |
CO |
||||
(1) |
Names of Reporting Persons. |
Jeremy C. Green |
||||
(2) |
Check the Appropriate Box if a Member of a Group (See Instructions) |
(a) ¨ (b) ¨ |
||||
(3) |
SEC Use Only |
|||||
(4) |
Citizenship or Place of Organization |
United States of America |
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
(5) |
Sole Voting Power |
0 |
|||
(6) |
Shared Voting Power |
6,655,9625 |
||||
(7) |
Sole Dispositive Power |
0 |
||||
(8) |
Shared Dispositive Power |
6,655,9625 |
||||
(9) |
Aggregate Amount Beneficially Owned by Each Reporting Person |
6,655,9625 |
||||
(10) |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) |
¨ |
||||
(11) |
Percent of Class Represented by Amount in Row (9) |
12.6%6 |
||||
(12) |
Type of Reporting Person (See Instructions) |
IN, HC |
||||
Item 1(a). Name of Issuer:
Fate Therapeutics, Inc.
Item 1(b). Address of Issuer’s Principal Executive Offices:
3535 General Atomics Court, Suite 200
San Diego, CA 92121
United States of America Item
2(a). Names of Persons Filing: Redmile Group, LLC Redmile Capital Offshore Fund II, Ltd. Jeremy C. Green Item
2(b). Address of Principal Business Office or, if None, Residence: Redmile Group, LLC
One Letterman Drive
Building D, Suite D3-300
The Presidio of San Francisco
San Francisco, CA 94129
United States of America Redmile Capital Offshore Fund II, Ltd. c/o Estera Trust (Cayman) Limited
Clifton House
75 Fort Street
P.O. Box 1350
Grand Cayman KY1-1108
Cayman Islands Jeremy C. Green
c/o Redmile Group, LLC
One Letterman Drive
Building D, Suite D3-300
The Presidio of San Francisco
San Francisco, CA 94129
United States of America Item
2(c). Citizenship: Redmile Group, LLC: Delaware
Redmile Capital Offshore Fund II, Ltd.: Cayman Islands
Jeremy C. Green: United States of America Item
2(d). Title of Class of Securities: Common
Stock, $0.001 par value per share. Item
2(e). CUSIP Number: 31189P102 Item
3. If this statement is filed pursuant to
§§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing
is a: ¨
(a) Broker or dealer registered under section 15 of
the Act (15 U.S.C. 78o). ¨
(b) Bank as defined in section 3(a)(6) of the Act (15
U.S.C. 78c). ¨
(c) Insurance company as defined in section 3(a)(19)
of the Act (15 U.S.C. 78c). ¨
(d) Investment company registered under section 8 of
the Investment Company Act of 1940 (15 U.S.C 80a-8). ¨
(e) An investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E); ¨
(f) An employee benefit plan or endowment fund in
accordance with §240.13d-1(b)(1)(ii)(F); ¨
(g) A parent holding company or control person in
accordance with § 240.13d-1(b)(1)(ii)(G); ¨
(h) A savings associations as defined in Section 3(b)
of the Federal Deposit Insurance Act (12 U.S.C. 1813); ¨
(i) A church plan that is excluded from the
definition of an investment company under section 3(c)(14) of
the Investment Company Act of 1940 (15 U.S.C.
80a-3); ¨
(j) Group, in accordance with §240.13d-1(b)(1)(ii)(J). Item
4. Ownership. Reference
is hereby made to Items 5-9 and 11 of this Schedule above,
which Items are incorporated by reference herein. Item
5. Ownership of Five Percent or Less of a
Class If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X]. As of December 15, 2017, Redmile Capital Offshore Fund II, Ltd. is no longer the beneficial owner of more than five percent of the Common Stock. Item
6. Ownership of More than Five Percent on
Behalf of Another Person. N/A. Item
7. Identification and Classification of
the Subsidiary Which Acquired the Security Being Reported on By the
Parent Holding Company See Exhibit B attached hereto. Item
8. Identification and Classification of
Members of the Group N/A. Item
9. Notice of Dissolution of Group N/A. Item
10. Certifications By
signing below the undersigned certify that, to the best of their
knowledge and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in any
transaction having that purpose or effect. Signature After
reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement
is true, complete and correct. Dated: December 19, 2017 Redmile Group, LLC By: ________________________ Name: Jeremy C. Green Title: Managing Member Redmile Capital Offshore Fund II, Ltd. By: ________________________ Name: Jeremy C. Green Title: Authorized Person By: ________________________ Jeremy C. Green Exhibit B Redmile Group, LLC and Redmile Capital Offshore Fund II, Ltd. are the relevant entities for which Jeremy C. Green may be considered a control person.