Amended Statement of Changes in Beneficial Ownership (4/a)
24 December 2021 - 09:02AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Risico Joseph A |
2. Issuer Name and Ticker or Trading Symbol
Aterian, Inc.
[
ATER
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Legal Officer |
(Last)
(First)
(Middle)
C/O ATERIAN, INC., 37 E 18TH STREET, 7TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/15/2021 |
(Street)
NEW YORK, NY 10003
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
3/17/2021 |
6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 3/15/2021 | | M | | 111524 | A | $9.72 | 290409 | D | |
Common Stock | 3/15/2021 | | S | | 56538 | D | $31.1383 (1) | 233871 | D | |
Common Stock | 3/15/2021 | | S | | 41319 | D | $31.8398 (2) | 192552 | D | |
Common Stock | 3/15/2021 | | S | | 13628 | D | $32.9816 (3) | 178924 | D | |
Common Stock | 3/15/2021 | | S | | 39 | D | $33.66 | 178885 | D | |
Common Stock | 3/16/2021 | | S | | 38756 | D | $29.8345 (4) | 140129 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security (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) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Employee Stock Option (Right to Buy) | $9.72 | 3/15/2021 | | M | | | 111524 | (5)(6) | 12/28/2028 | Common Stock | 111524 | $0.00 | 26937 | D | |
Explanation of Responses: |
(1) | The price reported in Column 4 of Table I is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.62 to $31.62, inclusive. The holder undertakes to provide to the issuer, any security holder of the issuer, or staff of the Securities Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
(2) | The price reported in Column 4 of Table I is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.63 to $32.63, inclusive. The holder undertakes to provide to the issuer, any security holder of the issuer, or staff of the Securities Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
(3) | The price reported in Column 4 of Table I is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.64 to $33.60, inclusive. The holder undertakes to provide to the issuer, any security holder of the issuer, or staff of the Securities Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
(4) | The price reported in Column 4 of Table I is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.26 to $30.25, inclusive. The holder undertakes to provide to the issuer, any security holder of the issuer, or staff of the Securities Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
(5) | 1/3rd of the number of shares subject to the option vested on October 11, 2019 and 1/36th of the number of shares subject to the option shall vest following each one month period thereafter, subject to the Reporting Person's continued service to the Issuer through each such vesting date. |
(6) | All of the unvested shares subject to the option shall vest upon either: (i) the accumulation, by means of any transaction or series of related transactions, whether directly or indirectly, beneficially or of record, by any individual and/or entity of more than 50% the outstanding shares of common stock of the Issuer, whether by merger, consolidation, sale or other transfer of shares of the Issuer's common stock, so long as the holders of the Issuer's common stock, immediately after such transaction or series of transactions, hold less than 50% of the common stock of the Issuer or the voting securities of the surviving or acquiring entity or (ii) a sale of all or substantially all of the assets of the Issuer, which may include a license transaction. |
Remarks: This Form 4 is being amended and restated to delete certain footnotes included in the Form 4, as amended (the "Amended Form 4"). The Amended Form 4 inadvertently indicated that the transactions reported therein were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 14, 2020. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Risico Joseph A C/O ATERIAN, INC. 37 E 18TH STREET, 7TH FLOOR NEW YORK, NY 10003 |
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| Chief Legal Officer |
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Signatures
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/s/Joseph A. Risico | | 12/23/2021 |
**Signature of Reporting Person | Date |
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