FATE Fate Therapeutics Inc

CUSIP No.    31189P102

Schedule 13D

Page 2 of 5

 

Item 1.    Security and Issuer .

This Amendment No. 3 ("Amendment No. 3") to the Schedule 13D filed on October 15, 2013 (the "Original 13D"), as amended by Amendment No. 1 to Schedule 13D filed on June 24, 2015 ("Amendment No. 1") and Amendment No. 2 to Schedule 13D filed on August 15, 2016 ("Amendment No. 2"), relating to the Common Stock, $0.001 par value per share (the "Common Stock"), of Fate Therapeutics, Inc. (the "Issuer") having its principal executive office at 3535 General Atomics Court, Suite 200, San Diego, California, 92121,amends the Original 13D  as set forth herein (the "Original 13D", together with Amendment No. 1, Amendment No. 2 and this Amendment No. 3, the "Schedule 13D").

Certain terms used but not defined in this Amendment No. 3 shall have the meanings assigned thereto in the Original 13D (as amended by Amendment No. 1 and Amendment No. 2). Except as specifically provided herein, this Amendment No. 3 does not modify any of the information previously reported in the Original 13D (as amended by Amendment No. 1 and Amendment No. 2).

 

Item 2.    Identity and Background .

(a)

This statement is being filed by: (1) ARCH Venture Fund VI, L.P. ("ARCH Venture Fund VI"), (2) ARCH Venture Partners VI, L.P. ("AVP VI LP"), which is the sole general partner of ARCH Venture Fund VI, (3) ARCH Venture Partners VI, LLC ("AVP VI LLC"), which is the sole general partner of AVP VI LP, (4) Clinton Bybee ("Bybee"), (5) Keith Crandell ("Crandell"), and (6) Robert Nelsen ("Nelsen" and, together with Bybee and Crandell, collectively, the "Managing Directors" and each individually, a "Managing Director").  Each of the individuals and entities above shall be referred to herein individually as a "Reporting Person" and collectively as the "Reporting Persons".

(b)

The business address of each of the Reporting Persons is 8755 West Higgins Road, Suite 1025, Chicago, IL, 60631.

(c)

The principal business of ARCH Venture Fund VI is to invest and assist in developmental and emerging businesses located principally in the United States.  The principal business of AVP VI LP is to act as the general partner of ARCH Venture Fund VI.  The principal business of AVP VI LLC is to act as the general partner of AVP VI LP.  The principal business of each of the Managing Directors is to act as managing directors of AVP VI LLC and a number of affiliated partnerships with similar businesses.

(d)

During the five years prior to the date hereof, none of the Reporting Persons has been convicted in a criminal proceeding.

(e)

During the five years prior to the date hereof, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction ending in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws.

(f)

Each of ARCH Venture Fund VI and AVP VI LP is a Delaware limited partnership.  AVP VI LLC is a Delaware limited liability company.  Each of the Managing Directors is a United States citizen.

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Item 4 .    Purpose of the Transaction .

Not Applicable.

Item 5.    Interest in Securities of the Issuer .

Each of the Reporting Persons has ceased to beneficially own five percent (5%) or more of the Issuer's outstanding Common Stock.

 

Item 7.    Material to be Filed as Exhibits .

Exhibit 1 – Agreement regarding filing of joint Schedule 13D.

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CUSIP No.    31189P102

Schedule 13D

Page 4 of 5

Date:      December 5, 2016

* This Schedule 13D was executed by Mark McDonnell pursuant to a Power of Attorney filed as Exhibit 24 to the Form 3 relating to the beneficial ownership of shares of Fate Therapeutics, Inc. by the Reporting Persons filed with the Securities Exchange Commission on September 30, 2013 and incorporated herein in its entirety by reference .

 

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need be filed with respect to the ownership by each of the undersigned of shares of Common Stock of Fate Therapeutics, Inc.

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.

Date:      December 5, 2016

ARCH VENTURE FUND VI, L.P.

By:  ARCH Venture Partners VI, L.P.

its General Partner

By:    ARCH Venture Partners VI, LLC

its General Partner

 

                                                                                                          By:                         *                           

                                                                                                Managing Director

ARCH VENTURE PARTNERS VI, L.P.

By:   ARCH Venture Partners VI, LLC

          its General Partner

          By:                         *                           

                         Managing Director

 

ARCH VENTURE PARTNERS VI, LLC

By:                       *                           

   Managing Director

                      *                           

Clinton Bybee

                      *                           

Keith Crandell

                      *                           

Robert Nelsen

* By:  /s/ Mark McDonnell                             

           Mark McDonnell as Attorney-in-Fact

 

 

* This Agreement was executed by Mark McDonnell pursuant to a Power of Attorney filed as Exhibit 24 to the Form 3 relating to the beneficial ownership of shares of Fate Therapeutics, Inc. by the Reporting Persons filed with the Securities Exchange Commission on September 30, 2013 and incorporated herein in its entirety by reference .