SEC Filing | Atreca

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SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BAKER BROS. ADVISORS LP

(Last)

(First)

(Middle)

860 WASHINGTON STREET

3RD FLOOR

(Street)

NEW YORK

10014

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Atreca, Inc. [ BCEL ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/24/2019

4. If Amendment, Date of 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

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)
Class A common stock	06/24/2019		C		309,730	A	$0	309,730	I	See Footnotes⁽¹⁾⁽²⁾⁽⁴⁾⁽⁵⁾
Class A common stock	06/24/2019		C		3,223,030	A	$0	3,223,030	I	See Footnotes⁽¹⁾⁽³⁾⁽⁴⁾⁽⁵⁾

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 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	⁽¹⁾	06/24/2019		C			219,852	⁽¹⁾	⁽¹⁾	Class A common stock	219,852	⁽⁷⁾	0	I	See Footnotes⁽¹⁾⁽²⁾⁽⁴⁾⁽⁵⁾
Series A Preferred Stock	⁽¹⁾	06/24/2019		C			2,302,669	⁽¹⁾	⁽¹⁾	Class A common stock	2,302,669	⁽⁷⁾	0	I	See Footnotes⁽¹⁾⁽³⁾⁽⁴⁾⁽⁵⁾
Series B Preferred Stock	⁽¹⁾	06/24/2019		C			89,878	⁽¹⁾	⁽¹⁾	Class A common stock	89,878	⁽⁷⁾	0	I	See Footnotes⁽¹⁾⁽²⁾⁽⁴⁾⁽⁵⁾
Series B Preferred Stock	⁽¹⁾	06/24/2019		C			920,361	⁽¹⁾	⁽¹⁾	Class A common stock	920,361	⁽⁷⁾	0	I	See Footnotes⁽¹⁾⁽³⁾⁽⁴⁾⁽⁵⁾
Series C2 Preferred Stock	⁽⁸⁾	06/24/2019		C			394,084	⁽⁸⁾	⁽⁸⁾	Class B common stock	394,084	⁽⁷⁾	0	I	See Footnotes⁽²⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾
Class B common stock	⁽¹⁰⁾	06/24/2019		C		394,084		⁽¹⁰⁾	⁽¹⁰⁾	Class A common stock	394,084	⁽⁷⁾	394,084	I	See Footnotes⁽²⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾
Series C2 Preferred Stock	⁽⁸⁾	06/24/2019		C			3,540,107	⁽⁸⁾	⁽⁸⁾	Class B common stock	3,540,107	⁽⁷⁾	0	I	See Footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾
Class B common stock	⁽¹⁰⁾	06/24/2019		C		3,540,107		⁽¹⁰⁾	⁽¹⁰⁾	Class A common stock	3,540,107	⁽⁷⁾	3,540,107	I	See Footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾
Class B common stock	⁽¹⁰⁾	06/24/2019		P		95,150		⁽¹⁰⁾	⁽¹⁰⁾	Class A common stock	95,150	$17	489,234	I	See Footnotes⁽⁴⁾⁽⁵⁾⁽⁹⁾⁽¹¹⁾
Class B common stock	⁽¹⁰⁾	06/24/2019		P		1,904,850		⁽¹⁰⁾	⁽¹⁰⁾	Class A common stock	1,904,850	$17	5,444,957	I	See Footnotes⁽⁴⁾⁽⁵⁾⁽⁹⁾⁽¹²⁾

1. Name and Address of Reporting Person^*

BAKER BROS. ADVISORS LP

(Last)

(First)

(Middle)

860 WASHINGTON STREET

3RD FLOOR

(Street)

NEW YORK

10014

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Baker Bros. Advisors (GP) LLC

(Last)

(First)

(Middle)

860 WASHINGTON STREET

3RD FLOOR

(Street)

NEW YORK

10014

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BAKER FELIX

(Last)

(First)

(Middle)

860 WASHINGTON STREET

3RD FLOOR

(Street)

NEW YORK

10014

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BAKER JULIAN

(Last)

(First)

(Middle)

860 WASHINGTON STREET, 3RD FLOOR

(Street)

NEW YORK

10014

(City)

(State)

(Zip)

Explanation of Responses:

1. These securities consist of Class A common stock ("Class A common stock") of Atreca, Inc. (the "Issuer") on Table I received as a result of the automatic conversion on a 1 for 1 basis of Series A Preferred Stock of the Issuer ("Series A Preferred") and Series B Preferred Stock of the Issuer ("Series B Preferred", and together with Series A Preferred, the "Voting Preferred") on Table II without payment or consideration upon the close of the initial public offering of the Issuer on June 24, 2019 ("IPO"). The Voting Preferred have no expiration date.

2. After giving effect to the transaction reported herein and as a result of their ownership interest in (i) Baker Biotech Capital, L.P. and (ii) 667, L.P. ("667"), Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in Class A common stock reported in column 5 of Table I and the Voting Preferred and Series C2 Preferred Stock of the Issuer ("Series C2 Preferred", and together with Voting Preferred, the "Preferred Stock") reported in Table II directly held by 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667.

3. After giving effect to the transaction reported herein and as a result of their ownership interest in (i) Baker Brothers Life Sciences Capital, L.P. and (ii) Baker Brothers Life Sciences, L.P, ("Life Sciences", and together with 667, the "Funds") , Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in Class A common stock reported in column 5 of Table I and the Preferred Stock reported on Table II directly held by Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences.

4. Baker Bros. Advisors LP (the "Adviser") serves as the investment adviser to the Funds. In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held by the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are managing members of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held by the Funds. The general partners of the Funds relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held by the Funds.

5. Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose.

6. Represents the automatic conversion of Series C2 Preferred without payment or further consideration on a 1 for 1 basis into Class B common stock of the Issuer ("Class B common stock") upon the closing of the IPO.

7. Pursuant to Instruction 4(c)(iii), this response has been left blank.

8. The Series C2 Preferred have no expiration date and converted automatically to Class B common stock upon the close of the IPO.

9. 667 and Life Sciences purchased 95,150 and 1,904,850 Class B common shares, respectively, for $17.00 per share pursuant to the IPO.

10. The Class B common stock is non-voting and has no expiration date. Each share of Class B common stock is convertible into one share of Class A common stock at any time at the option of the holder without consideration subject to a 4.99% beneficial ownership limitation which may be increased or decreased by the holder upon 61 days notice to the Issuer.

11. After giving effect to the transaction reported herein and as a result of their ownership interest in (i) Baker Biotech Capital, L.P. and (ii) 667, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in Class B common stock reported in Table II directly held by 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667.

12. After giving effect to the transaction reported herein and as a result of their ownership interest in (i) Baker Brothers Life Sciences Capital, L.P. and (ii) Life Sciences, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in Class B common stock reported in Table II directly held by Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences.

Remarks:

	By: Baker Bros. Advisors LP, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing	06/26/2019
	By: Baker Bros. Advisors (GP) LLC, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing	06/26/2019
	/s/ Felix J. Baker	06/26/2019
	/s/ Julian C. Baker	06/26/2019
	** Signature of Reporting Person	Date
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