SEC Form 4 · accession 0001209191-16-121436
Atara Biotherapeutics, Inc. · ATRA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Gad Soffer
Officer — Chief Operating Officer
Period of report
May 16, 2016
Accepted (ET)
May 18, 2016 · 7:06 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 | May 16, 2016 | M | 9,615 | $0.00 | A | 138,125 | D | |
| Common StockF1 | May 16, 2016 | M | 4,146 | $0.00 | A | 142,271 | D | |
| Common StockF4 | May 17, 2016 | S | 5,427 | $15.91 | D | 136,844 | 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 UnitsF5,F6,F7 | — | May 16, 2016 | M | 9,615 | D | — | — | Common Stock | 9,615 | 35,257 | D |
| Restricted Stock UnitsF5,F8,F9 | — | May 16, 2016 | M | 4,146 | D | — | — | Common Stock | 4,146 | 27,638 | D |
Explanation of responses
- F1Shares issued upon settlement of vested restricted stock units ("RSUs").
- F2Transaction pursuant to Rule 10b5-1 Plan adopted May 14, 2015.
- F3Shares sold to cover tax liability from settlement of RSUs.
- F4The price in Column 4 is a weighted average sale price. The prices actually received ranged from $15.5862 to $16.33. 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.
- F5Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock or a cash settlement.
- F6The 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 May 15, 2015, were settled on May 15, 2015. The service-based vesting condition provides that 25% of the total number of shares on March 25, 2014 and 1/48th of the total number of shares monthly thereafter, subject to the holder's continuous service through each such date.
- F7The earlier of (i) March 13, 2020 or (ii) the recipient's termination date.
- F8The 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 May 15, 2015, were settled on May 15, 2015. The service-based vesting condition provides that 1/48th of the total number of shares shall vest monthly from January 10, 2014, subject to the holder's continuous service through each such date.
- F9The earlier of (i) January 10, 2021 or (ii) the recipient's termination date.