Adiumentum Capital Fund I LP - Sep 3, 2024 Form 3 Insider Report for Atara Biotherapeutics, Inc. (ATRA)

Signature
Adiumentum Capital Fund I LP By: /s/ Gregory A. Ciongoli, Managing Partner
Stock symbol
ATRA
Transactions as of
Sep 3, 2024
Transactions value $
$0
Form type
3
Date filed
9/5/2024, 06:42 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding ATRA Common Stock, par value $0.0001 per share 1.13M Sep 3, 2024 Direct F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding ATRA Warrants (right to buy) Sep 3, 2024 Common Stock 150K $0.00 Direct F1, F2, F3, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 In addition to Adiumentum Capital Fund I LP, a limited partnership organized under the laws of Delaware ("Adiumentum"), this Form 3 is being filed jointly by Adiumentum Capital Fund I GP LLC, a limited liability company organized under the laws of Delaware and the general partner of Adiumentum ("Adiumentum GP"), and Gregory A. Ciongoli, a citizen of the United States of America and the managing member of Adiumentum GP, (together with Adiumentum and Adiumentum GP, the "Reporting Persons"). Each of the Reporting Persons has the same business address as Adiumentum and may be deemed to have a pecuniary interest in securities reported on this Form 3 (the "Subject Securities"). Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.
F2 Adiumentum may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) all of the Subject Securities. Adiumentum GP, as the general partner of Adiumentum may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) all the Subject Securities. Mr. Ciongoli, as the managing partner of Adiumentum, and as the managing member of Adiumentum GP, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) all the Subject Securities.
F3 The warrants do not expire.
F4 Pursuant to the terms of the warrants, the Issuer may not effect any exercise of any warrant, and a holder of a warrant does not have the right to exercise any portion of the warrant held by such holder, to the extent that, after giving effect to the attempted exercise set forth in a notice of exercise, such holder, together with such holder's affiliates and any other person whose beneficial ownership of common stock, par value $0.0001 per share (the "Common Stock"), of the Issuer would be aggregated with such holder's for the purposes of Section 13(d) of the Exchange Act, and the applicable regulations of the U.S. Securities and Exchange Commission (the "SEC"), including any "group" of which such holder is a member, would beneficially own a number of shares of Common Stock in excess of the Beneficial Ownership Limitation.
F5 The "Beneficial Ownership Limitation" is 19.99% of the shares of Common Stock then issued and outstanding, which percentage may be changed at a holder's election upon 61 days' notice to the Issuer.

Remarks:

Mr. Ciongoli serves as a director on the Board of Directors of the Issuer and, as a result, the entities listed in these notes are directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").