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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person *

Hyllengren Eric J

2. Date of Event Requiring Statement (Month/Day/Year)

04/01/2023

3. Issuer Name and Ticker or Trading Symbol

Atara Biotherapeutics, Inc. [ATRA]
(Last)
(First)
(Middle)


C/O ATARA BIOTHERAPEUTICS, INC., 2380 CONEJO SPECTRUM STREET, SUITE 200

4. Relationship of Reporting Person(s) to Issuer

(Check all applicable)

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

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

(Street)

THOUSAND OAKS, CA 91320
(City)
(State)
(Zip)

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)

Common Stock

234,060 (1) (2)
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 of Derivative Security: 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)

08/20/202209/03/2025

Common Stock

47,500 $39.85D 

Employee Stock Option (Right to Buy)

02/06/202302/05/2029

Common Stock

11,500 $38.47D 

Employee Stock Option (Right to Buy)

04/01/202302/28/2030

Common Stock

12,526 $12.15D 

Employee Stock Option (Right to Buy)

  (3) 02/28/2030

Common Stock

3,724 $12.15D 

Employee Stock Option (Right to Buy)

04/01/202302/28/2031

Common Stock

9,530 $17.105D 

Employee Stock Option (Right to Buy)

  (4) 02/28/2031

Common Stock

8,768 $17.105D 

Employee Stock Option (Right to Buy)

04/01/202302/29/2032

Common Stock

6,540 $10.21D 

Employee Stock Option (Right to Buy)

  (5) 02/29/2032

Common Stock

17,608 $10.21D 

Employee Stock Option (Right to Buy)

04/01/202302/28/2033

Common Stock

8,298 $3.91D 

Employee Stock Option (Right to Buy)

  (5) 02/28/2033

Common Stock

290,417 $3.91D 



Explanation of Responses:

Includes an aggregate 194,599 restricted stock units ("RSUs"), which are comprised of: (i) 5,297 RSUs that vest as to 1/4th of the shares on May 15, 2023 and each of the next three (3) "Quarterly Vesting Dates" (as defined herein); (ii) 6,066 RSUs that vest as to 1/8th of shares on May 15, 2023 and each of the next seven (7) Quarterly Vesting Dates; (iii) 18,697 RSUs that vest as to 1/3rd of shares on November 15, 2023, November 15, 2024 and November 15, 2025; (iv) 11,777 RSUs that vest as to 1/12th of shares on May 15, 2023 and each of the next eleven (11) Quarterly Vesting Dates; (v) 20,000 RSUs that vest as to 1/2nd of shares on November 15, 2023 and 1/2nd on November 15, 2024; and (vi) 132,762 RSUs that vest as to 1/12th of shares on May 15, 2023 and each of the next eleven (11) Quarterly Vesting Dates, each of which is subject to the reporting person's continuous service.

"Quarterly Vesting Date" means March 1, May 15, August 15, and November 15 of each year, provided that if such date falls on a weekend or holiday, the "Quarterly Vesting Date" shall be the first (1st) business day after such date.

1/11th of shares subject to the stock option vest and become exercisable on May 1, 2023, and the remaining shares vest in equal monthly installments over the following ten (10) months, subject to the reporting person's continuous service.

1/23rd of shares subject to the stock option vest and become exercisable on May 1, 2023, and the remaining shares vest in equal monthly installments over the following twenty-two (22) months, subject to the reporting person's continuous service.

1/35th of shares subject to the stock option vest and become exercisable on May 1, 2023, and the remaining shares vest in equal monthly installments over the following thirty-four (34) months, subject to the reporting person's continuous service.

Remarks:

Exhibit 24 - Power of Attorney



Signatures

/s/ Jeff Kiekhofer, Attorney-in-Fact for Eric J. Hyllengren

04/07/2023
** Signature of Reporting PersonDate
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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Exhibit 24

POWER OF ATTORNEY

The undersigned, as a Section 16 reporting person of Atara Biotherapeutics, Inc. (the "Company"), hereby constitutes and appoints Jeff Kiekhofer, Amar Murugan, John Chao and Kathleen Klaben the undersigned's true and lawful attorneys-in-fact to:

1. Complete and execute Forms 3, 4 and 5 and other forms and all amendments thereto as such attorneys-in-fact shall in their discretion determine to be required or advisable pursuant to Section 16 of the Securities Exchange Act of 1934 (as amended) and the rules and regulations promulgated thereunder, or any successor laws and regulations, as a consequence of the undersigned's ownership, acquisition or disposition of securities of the Company; and

2. Do all acts necessary in order to file such forms with the Securities and Exchange Commission, any securities exchange or national association, the Company and such other person or agency as the attorneys-in-fact shall deem appropriate.
 
The undersigned hereby ratifies and confirms all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934 (as amended).

This Power of Attorney shall remain in full force and effect until 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, unless earlier revoked by the undersigned in a signed writing delivered to the Company and the foregoing attorneys-in-fact.

The undersigned hereby terminates all prior powers of attorney regarding the subject matter hereof.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of March 30, 2023.


Signature:
/s/ Eric Hyllengren
 

 
Eric Hyllengren