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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Unit | (2) | 10/21/2014 | A | 44,871 | (3) | (4) | Common Stock | 44,871 | $ 0 | 44,871 | D | ||||
| Restricted Stock Unit | (2) | 10/21/2014 | A | 24,776 | (5) | (6) | Common Stock | 24,776 | $ 0 | 24,776 | D | ||||
| Restricted Stock Unit | (2) | 10/21/2014 | A | 13,076 | (7) | (8) | Common Stock | 13,076 | $ 0 | 13,076 | D | ||||
| Series A Preferred Stock | (1) | 10/21/2014 | C | 22,500 | (1) | (1) | Common Stock | 22,500 | $ 0 | 0 | D | ||||
| Series B Preferred Stock | (1) | 10/21/2014 | C | 10,975 | (1) | (1) | Common Stock | 10,975 | $ 0 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Gallagher Carol Giltner C/O ATARA BIOTHERAPEUTICS, INC. 3260 BAYSHORE BOULEVARD BRISBANE, CA 94005 |
X | |||
| /s/ Tina Gullotta, Attorney-in-Fact for Carol G. Gallagher | 10/23/2014 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Each share of preferred stock converted into one shares of the Issuer's common stock upon the closing of the Issuer's initial public officer. The shares had no expiration date. |
| (2) | Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock or a cash settlement. |
| (3) | The restricted stock units ("RSUs") were granted with both (a) a liquidity event-based vesting condition and (b) a service-based vesting condition, both of which conditions must be satisfied in order for the RSUs to vest. The liquidity event-based condition was satisfied upon the closing of the Issuer's initial public offering (the "IPO"). The shares that vest on the closing date of the IPO shall be settled on the first business day after the date that is six months after the closing of the IPO. For RSUs that vest after the closing of the IPO, the settlement shall occur on the first business day in January of the year immediately following the year in which the RSUs became vested. The RSUs vest as follows: 1/48th of the total number of shares monthly from March 8, 2013. |
| (4) | The earlier of (i) March 8, 2020 or (ii) the second anniversary of termination date. |
| (5) | The RSUs were granted with both (a) a liquidity event-based vesting condition and (b) a service-based vesting condition, both of which conditions must be satisfied in order for the RSUs to vest. The liquidity event-based condition was satisfied upon the closing of the Issuer's IPO. The shares that vest on the closing date of the IPO shall be settled on the first business day after the date that is six months after the closing of the IPO. For RSUs that vest after the closing of the IPO, the settlement shall occur on the first business day in January of the year immediately following the year in which the RSUs became vested. The RSUs vest as follows: 1/48th of the total number of shares monthly from January 30, 2014. |
| (6) | The earlier of (i) January 30, 2021 or (ii) the second anniversary of termination date. |
| (7) | The RSUs were granted with both (a) a liquidity event-based vesting condition and (b) a service-based vesting condition, both of which conditions must be satisfied in order for the RSUs to vest. The liquidity event-based condition was satisfied upon the closing of the Issuer's initial public offering (the "IPO"). The shares that vest on the closing date of the IPO shall be settled March 16, 2015. The RSUs vest as follows: 1/48th of the total number of shares monthly from March 25, 2014. |
| (8) | The earlier of (i) March 27, 2021 or (ii) the termination date. |