Sec Form 13G Filing - VENROCK ASSOCIATES V LP filing for FATE THERAPEUTICS INC (FATE) - 2018-02-13

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(1)                               Venrock Associates V, L.P., Venrock Partners V, L.P. and Venrock Entrepreneurs Fund V, L.P. (collectively, the “Venrock Entities”) and the general partner of each Venrock Entity respectively, Venrock Management V, LLC, Venrock Partners Management V, LLC and VEF Management V, LLC (collectively, the “Venrock GPs”) are members of a group for purposes of this Schedule 13G/A. The Venrock Entities and the Venrock GPs are collectively referred to herein as the “Reporting Persons.”

(2)                               Consists of 2,231,558 shares of common stock owned by Venrock Associates V, L.P., 189,198 shares of common stock owned by Venrock Partners V, L.P. and 52,431 shares of common stock owned by Venrock Entrepreneurs Fund V, L.P.

(3)                               This percentage is calculated based (a) 41,685,695 shares of the Issuer’s common stock outstanding as of October 31, 2017 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 1, 2017 and (b) 10,953,750 shares of common stock issued pursuant to an underwritten public offering that closed on December 15, 2017.

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(1)                               Venrock Associates V, L.P., Venrock Partners V, L.P. and Venrock Entrepreneurs Fund V, L.P. (collectively, the “Venrock Entities”) and the general partner of each Venrock Entity respectively, Venrock Management V, LLC, Venrock Partners Management V, LLC and VEF Management V, LLC (collectively, the “Venrock GPs”) are members of a group for purposes of this Schedule 13G/A. The Venrock Entities and the Venrock GPs are collectively referred to herein as the “Reporting Persons.”

(2)                               Consists of 2,231,558 shares of common stock owned by Venrock Associates V, L.P., 189,198 shares of common stock owned by Venrock Partners V, L.P. and 52,431 shares of common stock owned by Venrock Entrepreneurs Fund V, L.P.

(3)                               This percentage is calculated based (a) 41,685,695 shares of the Issuer’s common stock outstanding as of October 31, 2017 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 1, 2017 and (b) 10,953,750 shares of common stock issued pursuant to an underwritten public offering that closed on December 15, 2017.

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(1)                               Venrock Associates V, L.P., Venrock Partners V, L.P. and Venrock Entrepreneurs Fund V, L.P. (collectively, the “Venrock Entities”) and the general partner of each Venrock Entity respectively, Venrock Management V, LLC, Venrock Partners Management V, LLC and VEF Management V, LLC (collectively, the “Venrock GPs”) are members of a group for purposes of this Schedule 13G/A. The Venrock Entities and the Venrock GPs are collectively referred to herein as the “Reporting Persons.”

(2)                               Consists of 2,231,558 shares of common stock owned by Venrock Associates V, L.P., 189,198 shares of common stock owned by Venrock Partners V, L.P. and 52,431 shares of common stock owned by Venrock Entrepreneurs Fund V, L.P.

(3)                               This percentage is calculated based (a) 41,685,695 shares of the Issuer’s common stock outstanding as of October 31, 2017 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 1, 2017 and (b) 10,953,750 shares of common stock issued pursuant to an underwritten public offering that closed on December 15, 2017.

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(1)                                 Venrock Associates V, L.P., Venrock Partners V, L.P. and Venrock Entrepreneurs Fund V, L.P. (collectively, the “Venrock Entities”) and the general partner of each Venrock Entity respectively, Venrock Management V, LLC, Venrock Partners Management V, LLC and VEF Management V, LLC (collectively, the “Venrock GPs”) are members of a group for purposes of this Schedule 13G/A. The Venrock Entities and the Venrock GPs are collectively referred to herein as the “Reporting Persons.”

(2)                                 Consists of 2,231,558 shares of common stock owned by Venrock Associates V, L.P., 189,198 shares of common stock owned by Venrock Partners V, L.P. and 52,431 shares of common stock owned by Venrock Entrepreneurs Fund V, L.P.

(3)                                 This percentage is calculated based (a) 41,685,695 shares of the Issuer’s common stock outstanding as of October 31, 2017 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 1, 2017 and (b) 10,953,750 shares of common stock issued pursuant to an underwritten public offering that closed on December 15, 2017.

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(1)                                 Venrock Associates V, L.P., Venrock Partners V, L.P. and Venrock Entrepreneurs Fund V, L.P. (collectively, the “Venrock Entities”) and the general partner of each Venrock Entity respectively, Venrock Management V, LLC, Venrock Partners Management V, LLC and VEF Management V, LLC (collectively, the “Venrock GPs”) are members of a group for purposes of this Schedule 13G/A. The Venrock Entities and the Venrock GPs are collectively referred to herein as the “Reporting Persons.”

(2)                                 Consists of 2,231,558 shares of common stock owned by Venrock Associates V, L.P., 189,198 shares of common stock owned by Venrock Partners V, L.P. and 52,431 shares of common stock owned by Venrock Entrepreneurs Fund V, L.P.

(3)                                  This percentage is calculated based (a) 41,685,695 shares of the Issuer’s common stock outstanding as of October 31, 2017 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 1, 2017 and (b) 10,953,750 shares of common stock issued pursuant to an underwritten public offering that closed on December 15, 2017.

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(1)                               Venrock Associates V, L.P., Venrock Partners V, L.P. and Venrock Entrepreneurs Fund V, L.P. (collectively, the “Venrock Entities”) and the general partner of each Venrock Entity respectively, Venrock Management V, LLC, Venrock Partners Management V, LLC and VEF Management V, LLC (collectively, the “Venrock GPs”) are members of a group for purposes of this Schedule 13G/A. The Venrock Entities and the Venrock GPs are collectively referred to herein as the “Reporting Persons.”

(2)                               Consists of 2,231,558 shares of common stock owned by Venrock Associates V, L.P., 189,198 shares of common stock owned by Venrock Partners V, L.P. and 52,431 shares of common stock owned by Venrock Entrepreneurs Fund V, L.P.

(3)                               This percentage is calculated based (a) 41,685,695 shares of the Issuer’s common stock outstanding as of October 31, 2017 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 1, 2017 and (b) 10,953,750 shares of common stock issued pursuant to an underwritten public offering that closed on December 15, 2017.

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Introductory Note: This Statement on Schedule 13G/A is filed on behalf of Venrock Associates V, L.P., a limited partnership organized under the laws of the State of Delaware, Venrock Partners V, L.P., a limited partnership organized under the laws of the State of Delaware, Venrock Entrepreneurs Fund V, L.P., a limited partnership organized under the laws of the State of Delaware (collectively, the “Venrock Entities”), as well as Venrock Management V, LLC, a limited liability company organized under the laws of the State of Delaware, Venrock Partners Management V, LLC, a limited liability company organized under the laws of the State of Delaware and VEF Management V, LLC, a limited liability company organized under the laws of the State of Delaware (collectively, the “Venrock GPs”) in respect of shares of common stock of Fate Therapeutics, Inc.

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(a)   Amount beneficially owned as of December 31, 2017:

(b)   Percent of class as of December 31, 2017:

(c)   Number of shares as to which the person has, as of December 31, 2017:

(i)    Sole power to vote or to direct the vote

(ii)   Shared power to vote or to direct the vote

(iii)  Sole power to dispose or to direct the disposition of

(iv)  Shared power to dispose or to direct the disposition of

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(1)              These shares are owned directly as follows: 2,231,558 shares of common stock are owned by Venrock Associates V, L.P., 189,198 shares of common stock are owned by Venrock Partners V, L.P. and 52,431 shares of common stock are owned by Venrock Entrepreneurs Fund V, L.P. Venrock Management V, LLC is the general partner of Venrock Associates V, L.P.; Venrock Partners Management V, LLC is the general partner of Venrock Partners V, L.P.; and VEF Management V, LLC is the general partner of Venrock Entrepreneurs Fund V, L.P.

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Item 10.       Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

< font size="2" face="Times New Roman" style="font-size:10.0pt;font-weight:bold;">SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

Dated:  February 13, 2018

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EXHIBITS

A:           Joint Filing Agreement (Incorporated by reference to Exhibit A to Schedule 13G filed October 11, 2013).

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