Atara Biotherapeutics Inc.

05/09/2024 | Press release | Distributed by Public on 05/09/2024 22:43

Initial Statement of Beneficial Ownership - Form 3

Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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 *
Adiumentum Capital Fund I LP
2. Date of Event Requiring Statement (Month/Day/Year)
2024-09-03
3. Issuer Name and Ticker or Trading Symbol
Atara Biotherapeutics, Inc. [ATRA]
(Last) (First) (Middle)
C/O CADWALADER, WICKERSHAM & TAFT LLP , 200 LIBERTY STREET
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)
NEW YORK NY 10281
6. Individual or Join/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security 2. Amount of Securities Beneficially Owned 3. Ownership Form: Direct (D) or Indirect (I) 4. Nature of Indirect Beneficial Ownership
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security 2. Date Exercisable and Expiration Date 3. Title and Amount of Securities Underlying Derivative Security 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) 6. Nature of Indirect Beneficial Ownership
Date Exercisable Expriation Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Adiumentum Capital Fund I LP
C/O CADWALADER, WICKERSHAM & TAFT LLP
200 LIBERTY STREET
NEW YORK, NY10281
X X

Adiumentum Capital Fund I GP LLC
C/O CADWALADER, WICKERSHAM & TAFT LLP
200 LIBERTY STREET
NEW YORK, NY10281
X X

Ciongoli Gregory Austin
C/O CADWALADER, WICKERSHAM & TAFT LLP
200 LIBERTY STREET
NEW YORK, NY10281
X X

Signatures

Adiumentum Capital Fund I LP By: /s/ Gregory A. Ciongoli, Managing Partner 2024-09-05
**Signature of Reporting Person Date
Adiumentum Capital Fund I GP LLC By: /s/ Gregory A. Ciongoli, Managing Member 2024-09-05
**Signature of Reporting Person Date
/s/ Gregory A. Ciongoli 2024-09-05
**Signature of Reporting Person Date

Explanation of Responses:

(*) If the form is filed by more than one reporting person, see Instruction 5(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) 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.
(2) 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.
(3) The warrants do not expire.
(4) 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.
(5) 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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.