Redmile restructures Fate Therapeutics holdings
Fate Therapeutics insider RedCo II Master Fund, L.P., an investment vehicle managed by Redmile Group, completed an internal reorganization of its holdings.
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Form Type
4
Rhea-AI Filing Summary
Fate Therapeutics insider RedCo II Master Fund, L.P., an investment vehicle managed by Redmile Group, completed an internal reorganization of its holdings. RedCo II distributed its Fate Therapeutics common stock, Class A convertible preferred stock, pre-funded warrants, and cash-settled swaps pro rata and in kind to two wholly owned subsidiaries, for no consideration.
Following this, RedCo II no longer has voting or dispositive power over these securities, is no longer a more-than-10% beneficial owner, and will be dissolved. The filing states the reorganization caused no change in the aggregate beneficial ownership of Redmile Group or its principal, Jeremy Green.
Insider Trade Summary
Other: 26,194,482 shares
Other
8 txns
Insider
Redmile Group, LLC, Green Jeremy, RedCo II Master Fund, L.P.
Role
Director, 10% Owner | Director, 10% Owner | Director, 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Pre-Funded Warrants to Purchase Common Stock | 3,691,324 | $0.00 | $0.00 |
| Other | Pre-Funded Warrants to Purchase Common Stock | 3,691,324 | $0.00 | $0.00 |
| Other | Cash-settled Swaps | 266,280 | $0.00 | $0.00 |
| Other | Cash-settled Swaps | 266,280 | $0.00 | $0.00 |
| Other | Class A Convertible Preferred Stock | 162,013 | $0.00 | $0.00 |
| Other | Class A Convertible Preferred Stock | 162,013 | $0.00 | $0.00 |
| Other | Common Stock | 8,977,624 | $0.00 | $0.00 |
| Other | Common Stock | 8,977,624 | $0.00 | $0.00 |
Holdings After Transaction:
Pre-Funded Warrants to Purchase Common Stock — 0 contracts (Direct);
Pre-Funded Warrants to Purchase Common Stock — 3,893,674 contracts (Indirect, See Footnotes);
Cash-settled Swaps — 0 contracts (Direct);
Cash-settled Swaps — 502,769 contracts (Indirect, See Footnotes);
Class A Convertible Preferred Stock — 0 contracts (Direct);
Class A Convertible Preferred Stock — 2,755,086 contracts (Indirect, See Footnotes);
Common Stock — 0 shares (Direct);
Common Stock — 12,884,277 shares (Indirect, See Footnotes)
Footnotes (14)
- F1. In connection with an internal reorganization of RedCo II Master Fund, L.P. ("RedCo II"), which is one of the private investment vehicles managed by Redmile Group, LLC ("Redmile"), the reported securities were distributed pro rata and in kind, for no consideration, by RedCo II to its two wholly-owned subsidiaries (collectively, the "SPVs"), which are also managed by Redmile. As a result, RedCo II no longer has voting or dispositive power over such securities and is no longer a beneficial owner of more than 10% of the Issuer's Common Stock, par value $0.001 per share (the "Common Stock"), and will be dissolved. Accordingly, this Form 4 serves as an exit filing for RedCo II. The internal reorganization resulted in no change in the aggregate beneficial ownership of Redmile or Mr. Green.
- F2. The reported securities were directly owned by RedCo II.
- F3. 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.
- F4. 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.
- F5. 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.
- F6. The pre-funded warrants ("Warrants") are exercisable by the holder at any time until fully exercised at an exercise price per share of $0.001, subject to a limitation on the right of the Issuer to issue Common Stock if and to the extent that such exercise would cause the holder and its affiliates to beneficially own in the aggregate more than 14.99% of the combined voting power of all of the securities of the Issuer outstanding after giving effect to such attempted conversion, which percentage may be changed at a holder's election upon 61 days' notice to the Issuer. The Warrants have no expiration date.
- F7. Represents the reference price associated with the swap agreements.
- F8. 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.
- F9. 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.
- F10. 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.
- F11. 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.
- F12. The Class A Preferred Stock is convertible into Common Stock, in accordance with the terms of 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.
- F13. The one-for-five conversion rate is taken into account in the amount of underlying Common Stock involved in the transaction listed under Column 7 of Table II.
- F14. The Certificate of Designation provides that the holder may not convert any shares of Class A Preferred Stock if, after giving effect to the attempted conversion, the holder and its affiliates would beneficially own in the aggregate more than 14.99% of the number of shares of Common Stock outstanding after giving effect to such attempted conversion, which percentage may be changed at a holder's election upon 61 days' notice to the Issuer. The Class A Preferred Stock has no expiration date.
Key Figures
Common stock restructured: 8,977,624 shares
Common stock after reorg: 12,884,277 shares
Class A preferred restructured: 162,013 shares
+5 more
8 metrics
Common stock restructured
8,977,624 shares
Common Stock moved from direct RedCo II ownership to indirect vehicles
Common stock after reorg
12,884,277 shares
Indirectly held common stock position following the internal reorganization
Class A preferred restructured
162,013 shares
Class A Convertible Preferred Stock moved from RedCo II to subsidiaries
Class A preferred after reorg
2,755,086 shares
Indirectly held Class A Convertible Preferred Stock following reorganization
Pre-funded warrants restructured
3,691,324 warrants
Pre-Funded Warrants to Purchase Common Stock transferred from RedCo II
Pre-funded warrants after reorg
3,893,674 warrants
Indirectly held pre-funded warrants following the internal reorganization
Cash-settled swaps restructured
266,280 notional shares
Cash-settled swaps tied to Fate Therapeutics common stock novated to SPVs
Cash-settled swaps after reorg
502,769 notional shares
Indirect notional exposure remaining after swap novation to SPVs
Key Terms
internal reorganization, pre-funded warrants, cash-settled swaps, Class A Convertible Preferred Stock, +2 more
6 terms
internal reorganization financial
"In connection with an internal reorganization of RedCo II Master Fund, L.P."
pre-funded warrants financial
"The pre-funded warrants ("Warrants") are exercisable by the holder at any time"
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
cash-settled swaps financial
"Certain Redmile Clients are parties to swap agreements with counterparties."
Class A Convertible Preferred Stock financial
"The Class A Preferred Stock is convertible into Common Stock"
beneficial ownership financial
"no change in the aggregate beneficial ownership of Redmile or Mr. Green"
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.
beneficial ownership limitation financial
"may not convert any shares of Class A Preferred Stock if, after giving effect"
A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What does Redmile Group’s Form 4 for FATE Therapeutics show?
The filing shows an internal reorganization of Fate Therapeutics securities held by RedCo II. Holdings were distributed in kind to wholly owned subsidiaries for no consideration, with no change in the aggregate beneficial ownership of Redmile Group or its principal, Jeremy Green.
Why is RedCo II Master Fund filing an exit Form 4 for FATE?
RedCo II is filing because, after distributing its Fate Therapeutics securities to subsidiaries, it no longer has voting or dispositive power over those holdings. As a result, it is no longer a beneficial owner of more than 10% of the common stock and will be dissolved.
Did Redmile Group or Jeremy Green change their overall FATE ownership?
The filing states the internal reorganization caused no change in the aggregate beneficial ownership of Redmile Group or Jeremy Green. Their economic exposure remains the same, but the securities are now held through different private investment vehicles, including newly referenced special purpose vehicles.
What are the key terms of the pre-funded warrants disclosed for FATE?
The pre-funded warrants are exercisable at an exercise price of $0.001 per share with no expiration date. Exercise is limited so that the holder and affiliates cannot beneficially own more than 14.99% of Fate Therapeutics’ outstanding common stock after giving effect to any attempted exercise.
How do the cash-settled swaps in the FATE filing work for Redmile Clients?
Each notional share under the cash-settled swaps economically mirrors one Fate Therapeutics common share. These swaps do not grant voting or investment control. Upon settlement, counterparties and Redmile Clients exchange cash based on changes between the reference price and market value of the notional share amount.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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