SEC Form 4 · accession 0001104659-26-086733
Atara Biotherapeutics, Inc. · ATRA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Jul 22, 2026
Accepted (ET)
Jul 24, 2026 · 9:00 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001604464
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF5,F4 | Jul 22, 2026 | M | 195,211 | — | A | 636,912 | I | See Footnote |
| Common StockF5,F4 | Jul 22, 2026 | F | 60 | — | D | 636,852 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Pre-Funded Warrants to Purchase Common StockF4,F1,F8 | $0.0025 | Jul 22, 2026 | M | 101,089 | D | — | — | Common Stock | 101,089 | 0 | I |
| Pre-Funded Warrants to Purchase Common StockF4,F2,F8 | $0.0025 | Jul 22, 2026 | M | 38,735 | D | — | — | Common Stock | 38,735 | 0 | I |
| Pre-Funded Warrants to Purchase Common StockF4,F3,F8 | $0.0025 | Jul 22, 2026 | M | 55,387 | D | — | — | Common Stock | 55,387 | 0 | I |
| Pre-Funded Warrants to Purchase Common StockF4,F6,F8 | $0.0025 | holding | — | — | — | — | — | Common Stock | 1,090,907 | 1,090,907 | I |
| Pre-Funded Warrants to Purchase Common StockF4,F7,F8 | $0.0001 | holding | — | — | — | — | — | Common Stock | 2,126,725 | 2,126,725 | I |
Explanation of responses
- F1The Pre-Funded Warrants are exercisable at any time on or after the original issuance on July 23, 2019 until the seven-year anniversary of the original issuance date, at an exercise price equal to $0.0025 per share, subject to a 9.99% beneficial ownership blocker.
- F2The Pre-Funded Warrants are exercisable at any time on or after the original issuance on May 29, 2020 until the seven-year anniversary of the original issuance date, at an exercise price equal to $0.0025 per share, subject to a 9.99% beneficial ownership blocker.
- F3The Pre-Funded Warrants are exercisable at any time on or after the original issuance on December 11, 2020 until the seven-year anniversary of the original issuance date, at an exercise price equal to $0.0025 per share, subject to a 9.99% beneficial ownership blocker.
- F4The reported securities are directly owned by certain private funds managed by Redmile Group, LLC (collectively, the "Funds") and may be deemed beneficially owned by Redmile Group, LLC ("Redmile") as investment manager of the Funds. The reported securities may also be deemed beneficially owned by Jeremy Green as the principal of Redmile. Each of Redmile and Mr. Green (the "Reporting Persons") disclaims beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, if any. This report shall not be deemed an admission that such Reporting Persons are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
- F5On July 22, 2026, the Reporting Persons exercised the reported Pre-Funded Warrants through a "cashless exercise" resulting in the Issuer withholding 60 shares of Common Stock to pay the exercise price and issuing the remaining 195,151 shares of Common Stock to the applicable Funds. The number of shares withheld to pay the aggregate exercise price for the cashless exercise of the Pre-Funded Warrants was based on the closing sale price per share of the Common Stock on the trading date immediately prior to the exercise date, per the terms of the Pre-Funded Warrants.
- F6The Pre-Funded Warrants are exercisable at any time on or after the original issuance date, at an exercise price equal to $0.0025 per share, subject to a 9.99% beneficial ownership blocker. The Pre-Funded Warrants have no expiration date.
- F7The Pre-Funded Warrants are exercisable at any time on or after the original issuance date, at an exercise price equal to $0.0001 per share, subject to a 9.99% beneficial ownership blocker. The Pre-Funded Warrants have no expiration date.
- F8The previous report on Form 3 inadvertently indicated that all of the Pre-Funded Warrants beneficially owned by the Reporting Persons have an exercise price of $0.0001 per share and no expiration date. Footnotes (1), (2), (3), (6) and (7) and the related disclosures correct the Form 3 with respect to the terms of the Pre-Funded Warrants beneficially owned by the Reporting Persons.
Remarks
Mr. Nachi Subramanian, a member of the board of directors of the Issuer and a managing director of Redmile, was elected to the board of the Issuer as a representative of Redmile and its affiliates. As a result, the Reporting Persons are directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.