Edgar Filing: Atara Biotherapeutics, Inc.

Ownership Submission

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

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

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

DAG Ventures Management V, LLC

2. Issuer Name and Ticker or Trading Symbol
Atara Biotherapeutics, Inc. [ATRA]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

251 LYTTON AVENUE, SUITE 200

3. Date of Earliest Transaction (Month/Day/Year)
10/21/2014

(Street)

PALO ALTO, CA 94301

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/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 Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/21/2014		C		1,902,798	A	⁽¹⁾	1,902,798	I	see footnote ⁽²⁾
Common Stock	10/21/2014		C		4,634	A	⁽¹⁾	4,634	I	see footnote ⁽³⁾

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)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series A Preferred

⁽¹⁾

10/21/2014

1,278,935

⁽¹⁾

Common Stock

1,278,935

$ 0

see footnote ⁽²⁾

Series B Preferred

⁽¹⁾

10/21/2014

623,863

⁽¹⁾

Common Stock

623,863

$ 0

see footnote ⁽²⁾

Series A Preferred

⁽¹⁾

10/21/2014

3,115

⁽¹⁾

Common Stock

3,115

$ 0

see footnote ⁽³⁾

Series B Preferred

⁽¹⁾

10/21/2014

1,519

⁽¹⁾

Common Stock

1,519

$ 0

see footnote ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
DAG Ventures Management V, LLC 251 LYTTON AVENUE, SUITE 200 PALO ALTO, CA 94301		X
Cadeddu John J. 251 LYTTON AVENUE, SUITE 200 PALO ALTO, CA 94301		X
Goodrich R. Thomas 251 LYTTON AVENUE, SUITE 200 PALO ALTO, CA 94301		X
Pianim Nicholas K. 251 LYTTON AVENUE, SUITE 200 PALO ALTO, CA 94301		X
Chung Young J. 251 LYTTON AVENUE, SUITE 200 PALO ALTO, CA 94301		X
Williams Greg 251 LYTTON AVENUE, SUITE 200 PALO ALTO, CA 94301		X
DAG Ventures V-QP, L.P. 251 LYTTON AVENUE, SUITE 200 PALO ALTO, CA 94301		X
DAG Ventures V, L.P. 251 LYTTON AVENUE, SUITE 200 PALO ALTO, CA 94301		X

Signatures

/s/ Joseph J. Zanone by power of attorney		10/23/2014
^**Signature of Reporting Person		Date
John Cadeddu		10/23/2014
^**Signature of Reporting Person		Date
Thomas R. Goodrich		10/23/2014
^**Signature of Reporting Person		Date
Nicholas K. Pianim		10/23/2014
^**Signature of Reporting Person		Date
Young J. Chung		10/23/2014
^**Signature of Reporting Person		Date
Greg Williams		10/23/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	All outstanding shares of the Issuer's preferred stock automatically converted into Common Stock on a 1:1 basis upon the closing of the Issuer's initial public offering for no additional consideration and had no expiration date.
(2)	The shares are held by DAG Ventures V-QP, L.P. DAG Ventures Management V, LLC ("DAG Management V") serves as the sole General Partner of DAG Ventures V-QP, L.P. ("DAG V-QP"). As such, DAG Management V possesses sole voting and investment control over the securities owned by DAG V-QP and may be deemed to have indirect beneficial ownership of the securities held by DAG V-QP. DAG Management V, however, owns no securities of the Issuer directly. Messrs. Cadeddu, Chung, Goodrich, Pianim and Williams are Managing Directors of DAG Management V and share voting and dispositive power over the shares held by DAG V-QP. Each Reporting Person disclaims beneficial ownership of the shares held by DAG V-QP except to the extent of his or its proportionate pecuniary interest therein.
(3)	The shares are held by DAG Ventures V, L.P. DAG Ventures Management V, LLC ("DAG Management V") serves as the sole General Partner of DAG Ventures V, L.P. ("DAG V"). As such, DAG Management V possesses sole voting and investment control over the securities owned by DAG V and may be deemed to have indirect beneficial ownership of the securities held by DAG V. DAG Management V, however, owns no securities of the Issuer directly. Messrs. Cadeddu, Chung, Goodrich, Pianim and Williams are Managing Directors of DAG Management V and share voting and dispositive power over the shares held by DAG V. Each Reporting Person disclaims beneficial ownership of the shares held by DAG V except to the extent of his or its proportionate pecuniary interest therein.

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.