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Redmile (NASDAQ: FATE) corrects cash-settled swap reference price

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Form Type
4/A

Rhea-AI Filing Summary

Fate Therapeutics shareholder Redmile Group filed an amended Form 4 to update the terms of cash-settled swap positions tied to Fate common stock. The amendment corrects the reference price associated with swap agreements that were internally reorganized.

The swaps, representing an economic interest in 266,280 notional shares of common stock per reported leg, were novated from RedCo II Master Fund to two wholly owned subsidiaries on a pro‑rata basis, for no consideration and with no change in other terms. Footnotes state this internal reorganization caused no change in the aggregate beneficial ownership or economic exposure of Redmile or its principal Jeremy Green.

The swaps are cash‑settled and give Redmile-managed clients economic exposure to Fate’s share price movements without voting, investment, or dispositive control over Fate shares. Cash flows at settlement depend on the difference between the corrected reference price of $5.84 per notional share and the market price at close‑out.

Positive

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Insider Redmile Group, LLC, Green Jeremy, RedCo II Master Fund, L.P.
Role null | null | null
Type Security Shares Price Value
Other Cash-settled Swaps 266,280 $0.00 --
Other Cash-settled Swaps 266,280 $0.00 --
Holdings After Transaction: Cash-settled Swaps — 0 shares (Direct, null); Cash-settled Swaps — 502,769 shares (Indirect, See Footnotes)
Footnotes (1)
  1. 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.
Notional shares per reported swap leg 266,280 notional shares Cash-settled swaps referencing Fate Therapeutics common stock
Total notional shares in restructuring 532,560 notional shares Swap agreements novated in internal reorganization
Swap reference price $5.84 per notional share Corrected reference price for Fate Therapeutics cash-settled swaps
Indirect swap position after transaction 502,769 notional shares Total notional common shares linked to indirect swap holdings
cash-settled swaps financial
"Certain Redmile Clients are parties to swap agreements with counterparties."
notional share financial
"Each notional share subject to each swap agreement represents the economic equivalent of one share of Common Stock."
beneficial ownership financial
"Redmile may be deemed to beneficially own the reported securities as the investment manager..."
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
internal reorganization financial
"the swap agreements novated by RedCo II Master Fund, L.P. to its two wholly-owned subsidiaries in the internal reorganization"
novated financial
"the swap agreements to which RedCo II was a counterparty were novated to the SPVs on a pro-rata basis"
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Redmile Group, LLC
(Last)(First)(Middle)
900 LARKSPUR LANDING CIRCLE,
SUITE 270
(Street)
LARKSPUR CALIFORNIA 94939
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
FATE THERAPEUTICS INC [ FATE ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/20/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)
04/22/2026
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Cash-settled Swaps$5.84(1)04/20/2026J(7)266,280 (6)(8) (9)Common Stock266,280$0(7)0D(2)(5)
Cash-settled Swaps$5.84(1)04/20/2026J(3)(7)266,280 (6)(8) (9)Common Stock266,280$0(7)502,769(4)ISee Footnotes(4)(5)
1. Name and Address of Reporting Person*
Redmile Group, LLC
(Last)(First)(Middle)
900 LARKSPUR LANDING CIRCLE,
SUITE 270
(Street)
LARKSPUR CALIFORNIA 94939
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Green Jeremy
(Last)(First)(Middle)
C/O REDMILE GROUP, LLC (NY OFFICE)
45 W. 27TH STREET, FLOOR 11
(Street)
NEW YORK NEW YORK 10001
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
RedCo II Master Fund, L.P.
(Last)(First)(Middle)
C/O REDMILE GROUP, LLC
900 LARKSPUR LANDING CIRCLE, SUITE 270
(Street)
LARKSPUR CALIFORNIA 94939
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
Explanation of Responses:
1. 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.
2. The reported securities were directly owned by RedCo II, a private investment vehicle managed by Redmile Group, LLC ("Redmile").
3. 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.
4. 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.
5. 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.
6. 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.
7. 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.
8. 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.
9. 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, LLC04/23/2026
/s/ Jeremy Green, Managing Member of RedCo II (GP), LLC, the General Partner of RedCo II Master Fund, L.P.04/23/2026
/s/ Jeremy Green04/23/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Redmile Group change in this amended Form 4 for FATE?

The amended Form 4 updates the reference price for cash-settled swaps tied to Fate Therapeutics common stock. It also clarifies that swap agreements were internally moved to wholly owned subsidiaries without consideration, leaving overall beneficial ownership and economic exposure unchanged.

How many Fate Therapeutics notional shares are referenced in Redmile’s swaps?

Each reported swap leg references 266,280 notional shares of Fate Therapeutics common stock. Together, the restructuring summary shows 532,560 notional shares involved, providing economic exposure to share price movements without conferring voting or dispositive control over actual Fate shares.

Did Redmile’s internal swap reorganization change its FATE ownership?

Footnotes state the internal reorganization did not change Redmile’s or Jeremy Green’s aggregate beneficial ownership. Swap agreements were novated to wholly owned subsidiaries on a pro-rata basis, for no consideration, with no change in economic exposure to Fate Therapeutics’ common stock.

What is the corrected reference price in Redmile’s Fate swap agreements?

The corrected reference price associated with the cash-settled swaps is $5.84 per notional share. This price is used to determine cash payments at settlement, based on differences between $5.84 and the market value of the referenced Fate Therapeutics common shares.

Do Redmile’s Fate cash-settled swaps involve voting rights in FATE stock?

Footnotes explain that the cash-settled swaps do not provide direct or indirect voting, investment, or dispositive control over Fate Therapeutics securities. Counterparties are not required to acquire, hold, vote, or dispose of any Fate shares in connection with these derivative agreements.

How are gains or losses determined on Redmile’s Fate cash-settled swaps?

Upon settlement, Redmile-managed clients receive or pay cash based partly on the change between the $5.84 reference price and the market price. If the market price is higher, the counterparty pays them; if it is lower, they pay the counterparty on the notional share amount.