SEC Form 4 · accession 0001209191-15-067018
Atara Biotherapeutics, Inc. · ATRA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Carol Giltner Gallagher
Director
Period of report
Aug 17, 2015
Accepted (ET)
Aug 19, 2015 · 8:42 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001604464
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Aug 17, 2015 | M | 44,871 | $0.00 | A | 107,527 | D | |
| Common StockF1 | Aug 17, 2015 | M | 9,291 | $0.00 | A | 116,818 | D | |
| Common StockF1 | Aug 17, 2015 | M | 4,359 | $0.00 | A | 121,177 | D | |
| Common StockF3 | Aug 18, 2015 | S | 5,764 | $49.38 | D | 115,413 | D | |
| Common StockF4 | Aug 19, 2015 | S | 4,375 | $47.98 | D | 111,038 | D | |
| Common StockF5 | Aug 19, 2015 | S | 1,500 | $48.78 | D | 109,538 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF6,F7,F8 | — | Aug 17, 2015 | M | 44,871 | D | — | — | Common Stock | 44,871 | 0 | D |
| Restricted Stock UnitsF6,F9,F10 | — | Aug 17, 2015 | M | 9,291 | D | — | — | Common Stock | 9,291 | 15,485 | D |
| Restricted Stock UnitsF6,F11,F12 | — | Aug 17, 2015 | M | 4,359 | D | — | — | Common Stock | 4,359 | 8,717 | D |
Explanation of responses
- F1Shares issued upon settlement of vested restricted stock units.
- F10The earlier of (i) January 30, 2021 or (ii) the second anniversary of termination date.
- F11The 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 vested on the closing date of the IPO, and the shares that vested thereafter through August 17, 2015, were settled on August 17, 2015. The service-based vesting condition provides that 1/48th of the total number of shares vest monthly from March 25, 2014, subject to the holder's continuous service through each such date.
- F12The earlier of (i) March 27, 2021 or (ii) the recipient's termination date.
- F2Transaction pursuant to Rule 10b5-1 Plan adopted May 22, 2015.
- F3The price in Column 4 is a weighted average sale price. The prices actually received ranged from $49.27 to $49.67. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.
- F4The price in Column 4 is a weighted average sale price. The prices actually received ranged from $47.50 to $48.49. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.
- F5The price in Column 4 is a weighted average sale price. The prices actually received ranged from $48.53 to $49.05. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.
- F6Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock or a cash settlement.
- F7Fully vested.
- F8The earlier of (i) March 8, 2020 or (ii) the second anniversary of termination date.
- F9The 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 vested on the closing date of the IPO, and the shares that vested thereafter through August 17, 2015, were settled on August 17, 2015. The service-based vesting condition provides that 1/48th of the total number of shares vest monthly from January 30, 2014, subject to the holder's continuous service through each such date.