Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  MENDLEIN JOHN
2. Date of Event Requiring Statement (Month/Day/Year)
09/30/2013
3. Issuer Name and Ticker or Trading Symbol
FATE THERAPEUTICS INC [FATE]
(Last)
(First)
(Middle)
C/O FATE THERAPEUTICS, INC., 3535 GENERAL ATOMICS COURT, SUITE 200
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

SAN DIEGO, CA 92121
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 140,107 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy)   (2) 03/12/2022 Common Stock 31,562 $ 1.63 D  
Stock Option (right to buy)   (3) 02/05/2023 Common Stock 28,461 $ 1.37 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MENDLEIN JOHN
C/O FATE THERAPEUTICS, INC.
3535 GENERAL ATOMICS COURT, SUITE 200
SAN DIEGO, CA 92121
  X      

Signatures

/s/ John D. Mendlein 09/30/2013
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) 35,026 of the shares are subject to a right of repurchase held by the Issuer. The right of repurchase will lapse with respect to 8,757 of these shares upon completion of the Issuer's initial public offering. The right of repurchase will lapse with respect to the remaining shares upon achievement of certain performance based milestones and with respect to 50% of the then-unreleased shares upon a change in control of the Issuer.
(2) The shares subject to the option shall vest and become exercisable in 48 equal monthly installments beginning on May 1, 2012 such that the option is fully exercisable on April 1, 2016. This option is subject to accelerated vesting upon a change of control of the Issuer. The shares subject to this option are early exercisable, subject to a right of repurchase held by the Issuer.
(3) The shares subject to the option shall vest and become exercisable upon achievement of certain performance based milestones.

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