Statement of Changes in Beneficial Ownership (4)
16 June 2022 - 09:18AM
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
|
OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
|
Filed pursuant to Section 16(a) of the
Securities Exchange Act of 1934 or Section 30(h) of the Investment
Company Act of 1940
|
|
1. Name
and Address of Reporting Person * Courtney Phillips |
2. Issuer Name and Ticker or Trading
Symbol Atreca, Inc. [ BCEL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)_____
Director _____
10% Owner
__X__ Officer (give title
below) _____ Other
(specify below)
General Counsel & Secretary |
(Last)
(First)
(Middle)
C/O ATRECA, INC., 835 INDUSTRIAL RD., SUITE 400 |
3. Date of Earliest Transaction (MM/DD/YYYY)
6/13/2022
|
(Street)
SAN CARLOS, CA 94070
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person |
Table I - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned
|
1.Title of Security
(Instr. 3) |
2. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. Code
(Instr. 8) |
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) |
5. Amount of Securities Beneficially Owned Following
Reported Transaction(s)
(Instr. 3 and 4) |
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) |
7. Nature of Indirect Beneficial Ownership (Instr.
4) |
Code |
V |
Amount |
(A) or (D) |
Price |
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
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) |
$1.845 |
6/13/2022 |
|
A |
|
80000 |
|
(1) |
1/26/2031 |
Class A Common Stock |
80000 |
(2) |
80000 |
D |
|
Employee stock option (right to
buy) |
$13.97 |
6/13/2022 |
|
D |
|
|
80000 |
(1) |
1/26/2031 |
Class A Common Stock |
80000 |
$0.00 |
0 |
D |
|
Employee stock option (right to
buy) |
$1.845 |
6/13/2022 |
|
A |
|
45000 |
|
(3) |
7/10/2029 |
Class A Common Stock |
45000 |
(2) |
45000 |
D |
|
Employee stock option (right to
buy) |
$16.74 |
6/13/2022 |
|
D |
|
|
45000 |
(3) |
7/10/2029 |
Class A Common Stock |
45000 |
$0.00 |
0 |
D |
|
Employee stock option (right to
buy) |
$1.845 |
6/13/2022 |
|
A |
|
91666 |
|
(4) |
6/16/2029 |
Class A Common Stock |
91666 |
(2) |
91666 |
D |
|
Employee stock option (right to
buy) |
$17.00 |
6/13/2022 |
|
D |
|
|
91666 |
(4) |
6/16/2029 |
Class A Common Stock |
91666 |
$0.00 |
0 |
D |
|
Employee stock option (right to
buy) |
$1.845 |
6/13/2022 |
|
A |
|
65000 |
|
(5) |
2/25/2030 |
Class A Common Stock |
65000 |
(2) |
65000 |
D |
|
Employee stock option (right to
buy) |
$22.07 |
6/13/2022 |
|
D |
|
|
65000 |
(5) |
2/25/2030 |
Class A Common Stock |
65000 |
$0.00 |
0 |
D |
|
Explanation of
Responses: |
(1) |
1/48 of the Option vests in
equal monthly installments as measured from 1/1/2021. If
applicable, vesting accelerates as provided in, and subject to the
terms and conditions of, that certain Executive Employment
Agreement between the Issuer and the Reporting Person, as may be
amended from time to time. |
(2) |
The transactions reported
herein reflect a one-time stock option repricing effective on June
13, 2022 (the "Option Repricing"). The Option Repricing applies to
options with exercise prices greater than or equal to $9.00 per
share held by all employees of the Issuer as of June 13, 2022.
Pursuant to the Option Repricing, the exercise price of the
repriced options, including the Option, has been amended to reduce
the exercise price to $1.845 per share, the closing price of the
Issuer's Class A common stock on the Nasdaq Global Select Market as
of the date of the Option Repricing. There have been no other
changes to the terms of the repriced options, including the Option.
The Option Repricing does not apply to options held by non-employee
directors of the Issuer. |
(3) |
1/4 of the Option vests on
6/10/2020 and 1/48 of the Option vests in equal monthly
installments as measured from 6/10/2020. If applicable, vesting
accelerates as provided in, and subject to the terms and conditions
of, that certain Executive Employment Agreement between the Issuer
and the Reporting Person, as may be amended from time to
time. |
(4) |
1/4 of the Option vests on
6/10/2020 and 1/48 of the Option vests in equal monthly
installments as measured from 6/10/2020. If applicable, vesting
accelerates as provided in, and subject to the terms and conditions
of, that certain Executive Employment Agreement between the Issuer
and the Reporting Person, as may be amended from time to
time. |
(5) |
6/48 of the Option vests on
7/1/2020 and 1/48 of the Option vests in equal monthly installments
as measured from 7/1/2020. If applicable, vesting accelerates as
provided in, and subject to the terms and conditions of, that
certain Executive Employment Agreement between the Issuer and the
Reporting Person, as may be amended from time to time. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
Courtney Phillips
C/O ATRECA, INC., 835 INDUSTRIAL RD.
SUITE 400
SAN CARLOS, CA 94070 |
|
|
General Counsel & Secretary |
|
Signatures
|
/s/ Herbert Cross,
attorney-in-fact |
|
6/15/2022 |
**Signature of Reporting
Person |
Date |
Reminder: Report on a separate line for each class
of securities beneficially owned directly or
indirectly. |
* |
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). |
Note: |
File three copies of this Form, one of
which must be manually signed. If space is insufficient, see
Instruction 6 for procedure. |
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. |
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