SEC FORM 3 SEC Form 3
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*
Ruiz Roger Richard

(Last) (First) (Middle)
C/O ATRECA, INC.
835 INDUSTRIAL ROAD, SUITE 400

(Street)
SAN CARLOS CA 94070

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
09/17/2023
3. Issuer Name and Ticker or Trading Symbol
Atreca, Inc. [ BCEL ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
VP of Finance
5. If Amendment, Date of Original Filed (Month/Day/Year)
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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock 34,980(1) D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee stock option (right to buy) (2) 12/22/2031 Class A Common Stock 25,000 3.18 D
Employee stock option (right to buy) (3) 01/26/2031 Class A Common Stock 28,250 1.845(4) D
Employee stock option (right to buy) (5) 02/08/2033 Class A Common Stock 50,000 1.49 D
Employee stock option (right to buy) (6) 10/29/2028 Class A Common Stock 41,666 1.845(4) D
Employee stock option (right to buy) (6) 01/30/2029 Class A Common Stock 8,333 1.845(4) D
Employee stock option (right to buy) (7) 02/25/2030 Class A Common Stock 27,000 1.845(4) D
Explanation of Responses:
1. Consists of 26,647 shares of Class A Common Stock and 8,333 restricted stock units pertaining to a restricted stock unit award granted on February 9, 2023, vesting in three equal annual installments beginning on August 1, 2023, subject to the Reporting Person providing continuous service to the Issuer as of each such date. Each restricted stock unit represents a right to receive one share of Class A Common Stock upon vesting.
2. 1/48 of the Option vests in equal monthly installments as measured from December 1, 2021, subject to the Reporting Person providing continuous service to the Issuer as of each such date. 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.
3. 1/48 of the Option vests in equal monthly installments as measured from January 1, 2021, subject to the Reporting Person providing continuous service to the Issuer as of each such date. 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. The Board of Directors of the Issuer approved a repricing of this Option, effective June 13, 2022.
5. 1/48 of the Option vests in equal monthly installments as measured from January 1, 2023, subject to the Reporting Person providing continuous service to the Issuer as of each such date. 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.
6. Fully vested.
7. 1/48 of the Option vests in equal monthly installments as measured from January 1, 2020, subject to the Reporting Person providing continuous service to the Issuer as of each such date. 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.
Remarks:
/s/ Roger Richard Ruiz 09/27/2023
** 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 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).
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 Number.
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and appoints
each of John A. Orwin, Courtney Phillips, Danielle Naftulin and John T. McKenna,
signing individually, the undersigned's true and lawful attorneys-in fact and
agents to:
(1) execute for and on behalf of the undersigned, in the undersigned's capacity
as an officer, director or beneficial owner of more than 10% of a registered
class of securities of Atreca, Inc. (the "Company"), Forms 3, 4 and 5 (including
any amendments thereto) in accordance with Section 16(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and the rules thereunder
and a Form ID, Uniform Application for Access Codes to File on EDGAR;
(2) do and perform any and all acts for and on behalf of the undersigned that
may be necessary or desirable to execute such Forms 3, 4 or 5 or Form ID
(including any amendments thereto) and timely file such forms with the United
States Securities and Exchange Commission and any stock exchange or similar
authority; and
(3) take any other action of any nature whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit, in
the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Exchange Act.
This Power of Attorney shall remain in full force and effect until the earliest
to occur of (a) the undersigned is no longer required to file Forms 3, 4 and 5
with respect to the undersigned's holdings of and transactions in securities
issued by the Company, (b) revocation by the undersigned in a signed writing
delivered to the foregoing attorneys-in-fact or (c) as to any attorney-in-fact
individually, until such attorney-in-fact is no longer employed by the Company
or Cooley LLP.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of September 27, 2023.

/s/ Roger Richard Ruiz