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 *
ARCH VENTURE FUND VI LP
  2. Issuer Name and Ticker or Trading Symbol
FATE THERAPEUTICS INC [FATE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O ARCH VENTURE PARTNERS, 8725 WEST HIGGINS ROAD, SUITE 290
3. Date of Earliest Transaction (Month/Day/Year)
10/04/2013
(Street)

CHICAGO, IL 60631
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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   1,246,156 A (1) 1,246,156 D (3)  
Common Stock 10/04/2013   C   265,252 A (2) 1,511,408 D (3)  
Common Stock 10/04/2013   J(4)   128,447 A $ 6 1,639,855 D (3)  
Common Stock 10/04/2013   P   833,333 A $ 6 2,473,188 D (3)  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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     675,493   (1)   (1) Common Stock 675,493 $ 0 0 D (3)  
Series B Convertible Preferred Stock (2) 10/04/2013   C     230,769   (2)   (2) Common Stock 265,252 $ 0 0 D (3)  
Series C Convertible Preferred Stock (1) 10/04/2013   C     570,663   (1)   (1) Common Stock 570,663 $ 0 0 D (3)  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
ARCH VENTURE FUND VI LP
C/O ARCH VENTURE PARTNERS
8725 WEST HIGGINS ROAD, SUITE 290
CHICAGO, IL 60631
    X    
ARCH VENTURE PARTNERS VI LP
8725 WEST HIGGINS ROAD, SUITE 290
CHICAGO, IL 60631
    X    
ARCH VENTURE PARTNERS VI LLC
8725 WEST HIGGINS ROAD, SUITE 290
CHICAGO, IL 60631
    X    
CRANDELL KEITH
8725 WEST HIGGINS ROAD, SUITE 290
CHICAGO, IL 60631
    X    
BYBEE CLINTON
8725 WEST HIGGINS ROAD, SUITE 290
CHICAGO, IL 60631
    X    

Signatures

 ARCH Venture Fund VI, L.P., By:/s/ Marck McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director of the general partner of the general partner of ARCH Fund VI   10/04/2013
**Signature of Reporting Person Date

 ARCH Venture Partners VI, L.P., By: /s/ Marck McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director of the general partner of the general partner of ARCH Partners VI   10/04/2013
**Signature of Reporting Person Date

 ARCH Venture Partners VI, LLC, By: /s/ Marck McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director of the general partner of the general partner of ARCH VI LLC   10/04/2013
**Signature of Reporting Person Date

 By: /s/ Marck McDonnell, as Attorney-in-Fact for Keith Crandell   10/04/2013
**Signature of Reporting Person Date

 By: /s/ Marck McDonnell, as Attorney-in-Fact for Clinton Bybee   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 ARCH Venture Fund VI, L.P. ("ARCH Fund VI"). The sole general partner of ARCH Fund VI is ARCH Venture Partners VI, L.P. ("ARCH Partners VI"). The sole general partner of ARCH Partners VI is ARCH Venture Partners VI, LLC ("ARCH VI LLC"). The Managing Directors of ARCH VI LLC, Robert T. Nelsen, Keith Crandell and Clinton Bybee, are deemed to have voting and dispositive power over the shares and may be deemed to beneficially own certain shares held by ARCH Fund VI. Each 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 such Reporting Persons are the beneficial owners of such securities for Section 16 or any other purpose.
(4) 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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