Redmile Group, LLC's Form 4 filing
Fate Therapeutics Inc (FATE) · filed Apr 17, 2023
- Accession no.
- 0001104659-23-046353
- Filed
- Apr 17, 2023, 9:30 PM ET
- Trade date
- Apr 13-14, 2023
- Filing delay
- 4 days
- Rule 10b5-1 plan
- Not checked
This filing lists 5 non-derivative transactions and 7 derivative transactions. Open-market purchases total $154.2K. Open-market sales total $1.77M. It was filed 4 days after the trade.
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Redmile Group, LLCCIK 0001425738 | Director, 10% Owner |
| Green JeremyCIK 0001650527 | Director, 10% Owner |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Apr 13, 2023 | Common Stock | CConversionAcquired | +167,205 | –F2,F3 | – | 13,135,758 | Indirect | |
| Apr 14, 2023 | Common Stock | SSaleDisposed | −302,339 | $5.84 | −$1,765,659.76 | 12,833,419 | Indirect | |
| Apr 14, 2023 | Common Stock | JOtherDisposed | −5,492,385 | $5.84 | −$32,075,528.4 | 12,833,419 | Indirect | |
| Apr 14, 2023 | Common Stock | JOtherAcquired | +5,492,385 | $5.84 | +$32,075,528.4 | 12,833,419 | Indirect | |
| Apr 14, 2023 | Common Stock | PPurchaseAcquired | +25,700 | $6.00F11 | +$154,200 | 12,859,119 | Indirect |
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Apr 13, 2023 | Common Stock | CConversionDisposed | −167,205 | –F2,F3 | – | 2,761,108 | Indirect | |
| Apr 14, 2023 | Common Stock | JOtherDisposed | −228,760 | $29.20F2,F3 | −$1,335,958.4 | 2,761,108 | Indirect | |
| Apr 14, 2023 | Common Stock | JOtherAcquired | +228,760 | $29.20F2,F3 | +$1,335,958.4 | 2,761,108 | Indirect | |
| Apr 14, 2023 | Common Stock | JOtherDisposed | −54,960 | $5.84 | −$320,911.44 | 257,310 | Indirect | |
| Apr 14, 2023 | Common Stock | JOtherAcquired | +54,960 | $5.84 | +$320,911.44 | 257,310 | Indirect | |
| Apr 14, 2023 | Common Stock | JOtherDisposed | −550,000 | $5.84 | −$3,212,000 | 559,100 | Indirect | |
| Apr 14, 2023 | Common Stock | JOtherAcquired | +550,000 | $5.84 | +$3,212,000 | 559,100 | Indirect |
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F2
The Class A Preferred Stock is convertible into the Issuer's common stock, $0.001 par value per share (the "Common Stock"), in accordance with the terms of Issuer's Amended and Restated Certificate of Incorporation and the Issuer's Certificate of Designation of Preferences, Rights and Limitations of Class A Convertible Preferred Stock (as amended and restated, the "Certificate of Designation") at any time and from time to time at the holder's election based on a conversion ratio equal to the Class A Preferred Stock's stated value of $13.30 divided by its conversion price of $2.66.
Referenced by the price of 1 transaction in Table I and 3 transactions in Table II.
- F3
The one-for-five conversion rate is taken into account in the amount of underlying Common Stock involved in the cross trade listed under Column 7 of Table II and used to determine the price of the Class A Preferred Stock in connection with the cross trade listed under Column 8 of Table II (which is equal to five times the price per share of the Common Stock underlying the Class A Preferred Stock at the time of the cross trade).
Referenced by the price of 1 transaction in Table I and 3 transactions in Table II.
- F11
The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $5.995 to $6.0189, inclusive. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer full information regarding the number of shares purchased at each separate price.
Referenced by the price of 1 transaction in Table I.
Remarks
Mr. Michael Lee, a member of the board of directors of the Issuer and a managing director of Redmile, was elected to the board of the Issuer as a representative of Redmile. As a result, the Reporting Persons are directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.