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Form SCHEDULE 13D/A FATE THERAPEUTICS INC Filed by: Redmile Group, LLC

April 22, 2026 9:47 PM





If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




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SCHEDULE 13D




Comment for Type of Reporting Person:
(1) The source of funds was working capital of certain private investment funds managed by Redmile Group, LLC (the "Redmile Funds"), including RedCo II Offshore SPV LLC ("RedCo II SPV"). (2) The information in Item 5(a) relating to the shares of common stock, $0.001 par value per share, of the Issuer (the "Common Stock") that are or may be deemed beneficially owned by Redmile Group, LLC ("Redmile") is incorporated by reference herein. (3) Percent of class calculated based on: (a) 116,263,459 shares of Common Stock outstanding on February 19, 2026, as disclosed in the Issuer's annual report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on February 26, 2026 (the "Form 10-K"), plus (b) 152,227 shares of Common Stock issuable upon the exercise of the Options (as defined in Item 5(a) below), plus (c) 5,192,574 shares of Common Stock issuable upon either the exercise of the Pre-Funded Warrants held by the Redmile Funds, or the conversion on a one-for-five basis of the shares of the Class A Preferred Stock held by the Redmile Funds, which due to the Warrant Beneficial Ownership Limitation and the Preferred Beneficial Ownership Limitation, as applicable (each as described in Item 5(a) below), is the maximum number of shares that could be issued upon exercise of the Pre-Funded Warrants or conversion of the Class A Preferred Stock.


SCHEDULE 13D




Comment for Type of Reporting Person:
(1) The source of funds was working capital of the Redmile Funds, including RedCo II SPV. (2) The information in Item 5(a) relating to the shares of Common Stock that are or may be deemed beneficially owned by Jeremy Green is incorporated by reference herein. (3) Percent of class calculated based on: (a) 116,263,459 shares of Common Stock outstanding on February 19, 2026, as disclosed in the Issuer's Form 10-K, plus (b) 152,227 shares of Common Stock issuable upon the exercise of the Options (as defined in Item 5(a) below), plus (c) 5,192,574 shares of Common Stock issuable upon either the exercise of the Pre-Funded Warrants held by the Redmile Funds, or the conversion on a one-for-five basis of the shares of the Class A Preferred Stock held by the Redmile Funds, which due to the Warrant Beneficial Ownership Limitation and the Preferred Beneficial Ownership Limitation, as applicable (each as described in Item 5(a) below), is the maximum number of shares that could be issued upon exercise of the Pre-Funded Warrants or conversion of the Class A Preferred Stock.


SCHEDULE 13D




Comment for Type of Reporting Person:
(1) The information in Item 5(a) relating to the shares of Common Stock that are or may be deemed beneficially owned by RedCo II SPV is incorporated by reference herein. (2) Percent of class calculated based on: (a) 116,263,459 shares of Common Stock outstanding on February 19, 2026, as disclosed in the Issuer's Form 10-K, plus (b) 2,778,091 shares of Common Stock issuable upon the exercise of the Pre-Funded Warrants held by RedCo II SPV, plus (c) 609,655 shares of Common Stock issuable upon the conversion on a one-for-five basis of the shares of the Class A Preferred Stock held by RedCo II SPV.


SCHEDULE 13D




Comment for Type of Reporting Person:
(1) Following the internal reorganization among certain Redmile Funds described in Item 3 below, RedCo II Master Fund, L.P. beneficially owned no shares of the Issuer's Common Stock.


SCHEDULE 13D


Redmile Group, LLC
Signature:/s/ Jeremy C. Green
Name/Title:Managing Member
Date:04/22/2026
Jeremy C. Green
Signature:/s/ Jeremy C. Green
Name/Title:Jeremy C. Green
Date:04/22/2026
RedCo II Offshore SPV LLC
Signature:/s/ Jeremy C. Green
Name/Title:Managing Member of Redmile Group, LLC, its manager
Date:04/22/2026
RedCo II Master Fund, L.P.
Signature:/s/ Jeremy C. Green
Name/Title:Managing Member of RedCo II (GP), LLC, its General Partner
Date:04/22/2026

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