Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Nashat Amir
   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 __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O POLARIS VENTURE PARTNERS, 1000 WINTER STREET, SUITE 3350		 3. Date of Earliest Transaction (Month/Day/Year)
10/04/2013
(Street)

WALTHAM, MA 02451		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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 10/04/2013   C   1,202,459 A (1) 1,202,459 I By Polaris Venture Partners V, L.P. (3)
Common Stock 10/04/2013   C   255,950 A (2) 1,458,409 I By Polaris Venture Partners V, L.P. (3)
Common Stock 10/04/2013   C   23,436 A (1) 1,481,845 I By Polaris Venture Partners Entrepreneurs' Fund V, L.P. (4)
Common Stock 10/04/2013   C   4,988 A (2) 1,486,833 I By Polaris Venture Partners Entrepreneurs' Fund V, L.P. (4)
Common Stock 10/04/2013   C   8,237 A (1) 1,495,070 I By Polaris Venture Partners Founders' Fund V, L.P. (5)
Common Stock 10/04/2013   C   1,753 A (2) 1,496,823 I By Polaris Venture Partners Founders' Fund V, L.P. (5)
Common Stock 10/04/2013   C   12,024 A (1) 1,508,847 I By Polaris Venture Partners Special Founders' Fund V, L.P. (6)
Common Stock 10/04/2013   C   2,560 A (2) 1,511,407 I By Polaris Venture Partners Special Founders' Fund V, L.P. (6)
Common Stock 10/04/2013   J(7)   123,943 A $ 6 1,635,350 I By Polaris Venture Partners V, L.P. (3)
Common Stock 10/04/2013   J(7)   2,415 A $ 6 1,637,765 I By Polaris Venture Partners Entrepreneurs' Fund V, L.P. (4)
Common Stock 10/04/2013   J(7)   849 A $ 6 1,638,614 I By Polaris Venture Partners Founders' Fund V, L.P. (5)
Common Stock 10/04/2013   J(7)   1,239 A $ 6 1,639,853 I By Polaris Venture Partners Special Founders' Fund V, L.P. (6)
Common Stock 10/04/2013   P   804,112 A $ 6 2,443,965 I By Polaris Venture Partners V, L.P. (3)
Common Stock 10/04/2013   P   15,672 A $ 6 2,459,637 I By Polaris Venture Partners Entrepreneurs' Fund V, L.P. (4)
Common Stock 10/04/2013   P   5,508 A $ 6 2,465,145 I By Polaris Venture Partners Founders' Fund V, L.P. (5)
Common Stock 10/04/2013   P   8,041 A $ 6 2,473,186 I By Polaris Venture Partners Special Founders' Fund V, L.P. (6)

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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 Underlying Securities
(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 of Derivative Security: 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
Series A Convertible Preferred Stock (1) 10/04/2013   C     651,806   (1)   (1) Common Stock 651,806 $ 0 0 I By Polaris Venture Partners V, L.P. (3)
Series A Convertible Preferred Stock (1) 10/04/2013   C     12,704   (1)   (1) Common Stock 12,704 $ 0 0 I By Polaris Venture Partners Entrepreneurs' Fund V, L.P. (4)
Series A Convertible Preferred Stock (1) 10/04/2013   C     4,465   (1)   (1) Common Stock 4,465 $ 0 0 I By Polaris Venture Partners Founders' Fund V, L.P. (5)
Series A Convertible Preferred Stock (1) 10/04/2013   C     6,518   (1)   (1) Common Stock 6,518 $ 0 0 I By Polaris Venture Partners Special Founders' Fund V, L.P. (6)
Series B Convertible Preferred Stock (2) 10/04/2013   C     222,677   (2)   (2) Common Stock 255,950 $ 0 0 I By Polaris Venture Partners V, L.P. (3)
Series B Convertible Preferred Stock (2) 10/04/2013   C     4,340   (2)   (2) Common Stock 4,988 $ 0 0 I By Polaris Venture Partners Entrepreneurs' Fund V, L.P. (4)
Series B Convertible Preferred Stock (2) 10/04/2013   C     1,525   (2)   (2) Common Stock 1,753 $ 0 0 I By Polaris Venture Partners Founders' Fund V, L.P. (5)
Series B Convertible Preferred Stock (2) 10/04/2013   C     2,227   (2)   (2) Common Stock 2,560 $ 0 0 I By Polaris Venture Partners Special Founders' Fund V, L.P. (6)
Series C Convertible Preferred Stock (1) 10/04/2013   C     550,653   (1)   (1) Common Stock 550,653 $ 0 0 I By Polaris Venture Partners V, L.P. (3)
Series C Convertible Preferred Stock (1) 10/04/2013   C     10,732   (1)   (1) Common Stock 10,732 $ 0 0 I By Polaris Venture Partners Entrepreneurs' Fund V, L.P. (4)
Series C Convertible Preferred Stock (1) 10/04/2013   C     3,772   (1)   (1) Common Stock 3,772 $ 0 0 I By Polaris Venture Partners Founders' Fund V, L.P. (5)
Series C Convertible Preferred Stock (1) 10/04/2013   C     5,506   (1)   (1) Common Stock 5,506 $ 0 0 I By Polaris Venture Partners Special Founders' Fund V, L.P. (6)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Nashat Amir
C/O POLARIS VENTURE PARTNERS
1000 WINTER STREET, SUITE 3350
WALTHAM, MA 02451		   X   X    

Signatures

 /s/ Amir Nashat   10/04/2013
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The aggregate number of shares of Issuer's Preferred Stock held by the Reporting Persons converted into Common Stock immediately prior to the closing of the Issuer's initial public offering and has no expiration date. These shares converted into Common Stock on a 1-for-1 basis.
(2) The aggregate number of shares of Issuer's Preferred Stock held by the Reporting Persons converted into Common Stock immediately prior to the closing of the Issuer's initial public offering and has no expiration date. These shares converted into Common Stock on approximately a 1-for-1.15 basis.
(3) These shares are owned directly by Polaris Venture Partners V, L.P., whose sole general partner is Polaris Venture Management Co. V, LLC ("Polaris Management"). The members of North Star Venture Management 2010 LLC are also members of Polaris Management, and as members of the general partner, they may be deemed to share voting and investment power of such shares. The Reporting Person is a member of Polaris Management and has shared voting and investment power over such shares and may be deemed the indirect beneficial owner of such shares. The Reporting Person 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 Polaris Venture Partners Entrepreneurs' Fund V, L.P., whose sole general partner is Polaris Management. The members of North Star Venture Management 2010 LLC are also members of Polaris Management, and as members of the general partner, they may be deemed to share voting and investment power of such shares. The Reporting Person is a member of Polaris Management and has shared voting and investment power over such shares and may be deemed the indirect beneficial owner of such shares. The Reporting Person 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.
(5) These shares are owned directly by Polaris Venture Partners Founders' Fund V, L.P., whose sole general partner is Polaris Management. The members of North Star Venture Management 2010 LLC are also members of Polaris Management, and as members of the general partner, they may be deemed to share voting and investment power of such shares. The Reporting Person is a member of Polaris Management and has shared voting and investment power over such shares and may be deemed the indirect beneficial owner of such shares. The Reporting Person 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.
(6) These shares are owned directly by Polaris Venture Partners Special Founders' Fund V, L.P., whose sole general partner is Polaris Management. The members of North Star Venture Management 2010 LLC are also members of Polaris Management, and as members of the general partner, they may be deemed to share voting and investment power of such shares. The Reporting Person is a member of Polaris Management and has shared voting and investment power over such shares and may be deemed the indirect beneficial owner of such shares. The Reporting Person 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.
(7) The shares were acquired upon conversion of a convertible promissory note exempt from the definition of a derivative security because the conversion price did not become fixed until automatic conversion at the time of the closing of the Issuer's initial public offering.

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