Redmile Group, LLC's Form 4 filing
Fate Therapeutics Inc (FATE) · filed Dec 26, 2024
- Accession no.
- 0001104659-24-131794
- Filed
- Dec 26, 2024, 9:00 PM ET
- Trade date
- Dec 20, 2024
- Filing delay
- 6 days
- Rule 10b5-1 plan
- Not checked
This filing lists 4 non-derivative transactions and 3 derivative transactions. Open-market purchases total $668.6K. Open-market sales total $573.9K. It was filed 6 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 |
|---|---|---|---|---|---|---|---|---|
| Dec 20, 2024 | Common Stock | JOtherDisposed | −1,084,936 | $1.68F1 | −$1,822,692.48 | 11,743,010 | Indirect | |
| Dec 20, 2024 | Common Stock | JOtherAcquired | +1,084,936 | $1.68F1 | +$1,822,692.48 | 12,827,946 | Indirect | |
| Dec 20, 2024 | Common Stock | SSaleDisposed | −341,633 | $1.68 | −$573,943.44 | 12,486,313 | Indirect | |
| Dec 20, 2024 | Common Stock | PPurchaseAcquired | +397,964 | $1.68 | +$668,579.52 | 12,884,277 | 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 |
|---|---|---|---|---|---|---|---|---|
| Dec 20, 2024 | Common Stock | JOtherDisposed | −581,305 | $8.40F2 | −$976,592.4 | 2,638,825 | Indirect | |
| Dec 20, 2024 | Common Stock | JOtherAcquired | +581,305 | $8.40F2 | +$976,592.4 | 2,755,086 | Indirect | |
| Dec 20, 2024 | Common Stock | JOtherDisposed | −56,331 | $1.68F6 | −$94,636.08 | 502,769 | 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.
- F1
On December 20, 2024 (the "Effective Date"), certain private investment vehicles managed by Redmile Group, LLC ("Redmile" and such private investment vehicles, the "Redmile Funds") engaged in cross trades with certain other Redmile Funds with respect to their shares of the Issuer's common stock, $0.001 par value per share (the "Common Stock") and shares of the Issuer's non-voting Class A Convertible Preferred Stock of the Issuer (the "Class A Preferred Stock"). The reported transactions occurred simultaneously when the price per share of the Common Stock was $1.68, and therefore the cross trades resulted in no profit to Redmile or Jeremy Green and resulted in no change in either of their aggregate beneficial ownership.
Referenced by the price of 2 transactions in Table I.
- F2
The Class A Preferred Stock is convertible into Common Stock in accordance with the terms of the 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 2 transactions in Table II.
- F6
On the Effective Date, certain Redmile Funds closed out a portion of the swap agreements to which they were a party for cash in accordance with the terms of the swap agreements. See Footnote 8 below.
Referenced by the price of 1 transaction in Table II.
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 and its affiliates. As a result, the Reporting Persons are directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.