0001104659-26-047974.txt : 20260423 0001104659-26-047974.hdr.sgml : 20260423 20260423210013 ACCESSION NUMBER: 0001104659-26-047974 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20260420 FILED AS OF DATE: 20260423 DATE AS OF CHANGE: 20260423 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Redmile Group, LLC CENTRAL INDEX KEY: 0001425738 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-36076 FILM NUMBER: 26890195 BUSINESS ADDRESS: STREET 1: 900 LARKSPUR LANDING CIRCLE STREET 2: SUITE 270 CITY: LARKSPUR STATE: CA ZIP: 94939 BUSINESS PHONE: 415-489-9980 MAIL ADDRESS: STREET 1: 900 LARKSPUR LANDING CIRCLE STREET 2: SUITE 270 CITY: LARKSPUR STATE: CA ZIP: 94939 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RedCo II Master Fund, L.P. CENTRAL INDEX KEY: 0001921783 ORGANIZATION NAME: STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-36076 FILM NUMBER: 26890193 BUSINESS ADDRESS: ADDRESS IS A NON US LOCATION: YES STREET 1: C/O MAPLES CORPORATE SERVICES LIMITED STREET 2: PO BOX 309, UGLAND HOUSE CITY: GEORGE TOWN, GRAND CAYMAN PROVINCE COUNTRY: E9 BUSINESS PHONE: 4154899980 MAIL ADDRESS: STREET 1: 900 LARKSPUR LANDING CIRCLE STREET 2: SUITE 270 CITY: LARKSPUR STATE: CA ZIP: 94939 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Green Jeremy CENTRAL INDEX KEY: 0001650527 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-36076 FILM NUMBER: 26890194 MAIL ADDRESS: STREET 1: ONE LETTERMAN DRIVE STREET 2: BUILDING D, SUITE D3-300 CITY: SAN FRANCISCO STATE: CA ZIP: 94129 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: FATE THERAPEUTICS INC CENTRAL INDEX KEY: 0001434316 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] ORGANIZATION NAME: 03 Life Sciences EIN: 651311552 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 12278 SCRIPPS SUMMIT DRIVE CITY: SAN DIEGO STATE: CA ZIP: 92131 BUSINESS PHONE: 858.875.1803 MAIL ADDRESS: STREET 1: 12278 SCRIPPS SUMMIT DRIVE CITY: SAN DIEGO STATE: CA ZIP: 92131 4/A 1 tm2612608-1_4aseq1.xml OWNERSHIP DOCUMENT X0609 4/A 2026-04-20 2026-04-22 0 0001434316 FATE THERAPEUTICS INC FATE 0001425738 Redmile Group, LLC false 900 LARKSPUR LANDING CIRCLE, SUITE 270 LARKSPUR CA 94939 1 0 1 0 0001650527 Green Jeremy false C/O REDMILE GROUP, LLC (NY OFFICE) 45 W. 27TH STREET, FLOOR 11 NEW YORK NY 10001 1 0 1 0 0001921783 RedCo II Master Fund, L.P. false C/O REDMILE GROUP, LLC 900 LARKSPUR LANDING CIRCLE, SUITE 270 LARKSPUR CA 94939 1 0 1 0 0 Cash-settled Swaps 5.84 2026-04-20 4 J 0 266280 0 D Common Stock 266280 0 D Cash-settled Swaps 5.84 2026-04-20 4 J 0 266280 0 A Common Stock 266280 502769 I See Footnotes Represents the reference price associated with the swap agreements. On April 22, 2026, the Reporting Persons filed a Form 4 that inadvertently misstated the reference price associated with the swap agreements novated by RedCo II Master Fund, L.P. ("RedCo II") to its two wholly-owned subsidiaries (collectively, the "SPVs") in the internal reorganization reported on the prior Form 4. This amendment is being filed solely to correct this administrative error and include the correct reference price. The reported securities were directly owned by RedCo II, a private investment vehicle managed by Redmile Group, LLC ("Redmile"). This transaction is reported to reflect that two of the Reporting Persons (Redmile and Jeremy Green, its principal) retain an indirect beneficial ownership in the securities transacted in, as reported in the row above. The internal reorganization resulted in no change in the aggregate beneficial ownership of Redmile or Mr. Green. The reported securities are directly owned by certain private investment vehicles managed by Redmile (collectively, the "Redmile Clients"), excluding RedCo II but including the SPVs. Redmile may be deemed to beneficially own the reported securities as the investment manager of RedCo II, each of the SPVs, and each of the other Redmile Clients. The reported securities may also be deemed beneficially owned by Jeremy Green as the principal of Redmile. Redmile and Mr. Green disclaim beneficial ownership of the reported securities except to the extent of its and his respective pecuniary interest therein, if any. This report shall not be deemed an admission that Redmile or Mr. Green is the beneficial owner of the securities for purposes of Section 16 of the Exchange Act, or for any other purpose. Certain Redmile Clients are parties to swap agreements with counterparties. Each notional share subject to each swap agreement represents the economic equivalent of one share of Common Stock. These agreements do not give the Reporting Persons direct or indirect voting, investment or dispositive control over any securities of the Issuer and do not require the counterparties thereto to acquire, hold, vote or dispose of any securities of the Issuer. In connection with the reorganization of RedCo II, the swap agreements to which RedCo II was a counterparty were novated to the SPVs on a pro-rata basis, for no consideration, with no change to any other terms of the swap agreement and no change in the economic exposure. The Reporting Persons disclaim any beneficial ownership in securities that may be referenced in such swap agreements or that may be held from time to time by any counterparties to the agreements. The Redmile Clients that are parties to the swap agreements have the right to close out each swap at any time. Upon settlement of the various swap agreements, either (i) the counterparty will pay to the Redmile Clients in cash an amount determined in part by reference to any increase between the reference price and the market value of the notional number of shares of Common Stock subject to the swap agreement or (ii) the Redmile Clients will pay to the counterparty in cash an amount determined in part by reference to any decrease between the reference price and the market value of the notional number of shares of Common Stock subject to the swap agreement. By: /s/ Jeremy Green, Managing Member of Redmile Group, LLC 2026-04-23 /s/ Jeremy Green, Managing Member of RedCo II (GP), LLC, the General Partner of RedCo II Master Fund, L.P. 2026-04-23 /s/ Jeremy Green 2026-04-23