Ownership Submission
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, 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 *
  Valamehr Bahram
2. Date of Event Requiring Statement (Month/Day/Year)
07/31/2018
3. Issuer Name and Ticker or Trading Symbol
FATE THERAPEUTICS INC [FATE]
(Last)
(First)
(Middle)
C/O FATE THERAPEUTICS, INC., 3535 GENERAL ATOMICS COURT, SUITE 200
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Development Officer
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

SAN DIEGO, CA 92121
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 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 (1) 27,958
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: 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)   (2) 07/17/2028 Common Stock 150,000 $ 11.03 D  
Stock Option (right to buy)   (3) 01/15/2028 Common Stock 214,800 $ 6.55 D  
Stock Option (right to buy)   (4) 01/03/2027 Common Stock 120,000 $ 2.73 D  
Stock Option (right to buy)   (5) 01/07/2026 Common Stock 88,080 $ 2.9 D  
Stock Option (right to buy)   (6) 01/05/2025 Common Stock 10,704 $ 4.84 D  
Stock Option (right to buy)   (7) 01/09/2024 Common Stock 8,500 $ 6.62 D  
Stock Option (right to buy)   (7) 08/11/2023 Common Stock 1,536 $ 7.87 D  
Stock Option (right to buy)   (7) 01/13/2023 Common Stock 423 $ 1.37 D  
Stock Option (right to buy)   (7) 03/11/2021 Common Stock 3,076 $ 1.69 D  
Stock Option (right to buy)   (7) 02/10/2020 Common Stock 1,153 $ 1.69 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Valamehr Bahram
C/O FATE THERAPEUTICS, INC.
3535 GENERAL ATOMICS COURT, SUITE 200
SAN DIEGO, CA 92121
      Chief Development Officer  

Signatures

/s/ Cindy R. Tahl, as Attorney-in-Fact 08/07/2018
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Award of Restricted Stock Units, where 10,458 of the underlying shares are vested and 17,500 of the underlying shares vest on October 12, 2019. This grant is subject to an accelerated vesting upon a change of control of the Issuer and in the event of termination of employment under certain circumstances following a change of control of the Issuer.
(2) The shares subject to this option shall vest and become exercisable in 48 equal monthly installments beginning on August 18, 2018 such that this option is fully exercisable on July 18, 2022.
(3) The shares subject to this option shall vest and become exercisable in 48 equal monthly installments beginning on February 16, 2018 such that this option is fully exercisable on January 16, 2022.
(4) The shares subject to this option shall vest and become exercisable in 48 equal monthly installments beginning on February 4, 2017 such that this option is fully exercisable on January 4, 2021.
(5) The shares subject to this option shall vest and become exercisable in 48 equal monthly installments beginning on February 8, 2016 such that this option is fully exercisable on January 8, 2020.
(6) The shares subject to this option shall vest and become exercisable in 48 equal monthly installments beginning on February 5, 2015 such that this option is fully exercisable on January 5, 2019.
(7) This option is fully vested.
 
Remarks:
Exhibit 24 - Power of Attorney

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