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 *
  Flynn Peter D
 2. Date of Event Requiring Statement (Month/Day/Year)
09/30/2013		 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)
See Remarks
 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 10,769
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)   (1) 02/08/2022 Common Stock 43,630 $ 1.63 D  
Stock Option (right to buy)   (2) 02/08/2022 Common Stock 26,400 $ 1.63 D  
Stock Option (right to buy)   (3) 07/23/2022 Common Stock 20,294 $ 1.37 D  
Stock Option (right to buy)   (4) 08/11/2023 Common Stock 24,615 $ 7.87 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Flynn Peter D
C/O FATE THERAPEUTICS, INC.
3535 GENERAL ATOMICS COURT, SUITE 200
SAN DIEGO, CA 92121		       See Remarks  

Signatures

/s/ Peter D. Flynn 09/30/2013
**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) The shares subject to this option shall vest and become exercisable at the rate of 1/4th of the shares on May 30, 2012 and 1/48th of the shares each month thereafter such that this option is fully exercisable on May 30, 2015. This option is subject to 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 24 equal monthly installments beginning on the date one month after the completion of the Issuer's initial public offering. This option is subject to accelerated vesting upon a change of control of the Issuer after the completion of the Issuer's initial public offering.
(3) The shares subject to this option shall vest and become exercisable in 48 equal monthly installments beginning on August 3, 2012 such that this option is fully exercisable on July 3, 2016. This option is subject to 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.
(4) 1/4th of the shares subject to this option shall vest and become exercisable in 48 equal monthly installments from the completion of the Issuer's initial public offering, and the remaining 3/4th of the shares are divided into five equal parts, each of which will vest and become exercisable in 24 equal monthly installments following the Issuer's achievement of each of five specified performance based milestones.
 
Remarks:
Senior Vice President, Early Program Development

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