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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 Units | (6) | 08/17/2015 | M | 44,871 | (7) | (8) | Common Stock | 44,871 | $ 0 | 0 | D | ||||
| Restricted Stock Units | (6) | 08/17/2015 | M | 9,291 | (9) | (10) | Common Stock | 9,291 | $ 0 | 15,485 | D | ||||
| Restricted Stock Units | (6) | 08/17/2015 | M | 4,359 | (11) | (12) | Common Stock | 4,359 | $ 0 | 8,717 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Gallagher Carol Giltner C/O ATARA BIOTHERAPEUTICS, INC. 701 GATEWAY BOULEVARD, SUITE 200 SOUTH SAN FRANCISCO, CA 94080 |
X | |||
| /s/ Tina Gullotta, Attorney-in-Fact for Carol G. Gallagher | 08/19/2015 | |
| **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) | Shares issued upon settlement of vested restricted stock units. |
| (2) | Transaction pursuant to Rule 10b5-1 Plan adopted May 22, 2015. |
| (3) | The 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. |
| (4) | The 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. |
| (5) | The 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. |
| (6) | Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock or a cash settlement. |
| (7) | Fully vested. |
| (8) | The earlier of (i) March 8, 2020 or (ii) the second anniversary of termination date. |
| (9) | 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 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. |
| (10) | The earlier of (i) January 30, 2021 or (ii) the second anniversary of termination date. |
| (11) | 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 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. |
| (12) | The earlier of (i) March 27, 2021 or (ii) the recipient's termination date. |