Sec Form 13G Filing - DAG Ventures V-QP L.P. filing for ATARA BIOTHERAPEUTICS INC (ATRA) - 2019-02-07

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

  NAMES OF REPORTING PERSONS

  DAG Ventures V-QP, L.P.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒ (1)

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0 shares

  SHARED VOTING POWER

  1,351,916 shares of Common Stock (2)

  SOLE DISPOSITIVE POWER

  0 shares

  SHARED DISPOSITIVE POWER

  1,351,916 shares of Common Stock (2)

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  1,351,916 shares of Common Stock (2)

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  2.9% (3)

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  PN

This Amendment No. 3 to the statement on Schedule 13G is filed by DAG Ventures V-QP, L.P. (“DAG V-QP”), DAG Ventures V, L.P. (“DAG V”), DAG Ventures Management V, LLC (“DAG V LLC”), Messrs. R. Thomas Goodrich and John J. Cadeddu (collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

The shares consist of (i) 1,348,632 shares of Common Stock held by DAG V-QP and (ii) 3,284 shares of Common Stock held by DAG V. DAG V LLC serves as the general partner of DAG V-QP and DAG V. As such, DAG V LLC possesses power to direct the voting and disposition of the shares owned by DAG V-QP and DAG V and may be deemed to have indirect beneficial ownership of the shares held by DAG V-QP and DAG V. DAG V LLC owns no securities of the Issuer directly. Messrs. R. Thomas Goodrich and John J. Cadeddu are Managing Directors of DAG V LLC. As such, Messrs. R. Thomas Goodrich and John J. Cadeddu possess power to direct the voting and disposition of the shares owned by DAG V-QP and DAG V and may be deemed to have indirect beneficial ownership of the shares held by DAG V-QP and DAG V. R. Thomas Goodrich serves as a trustee for the Goodrich-Patton Living Trust, which holds 229,250 shares of the Issuer. John J. Cadeddu holds 17,261 shares of the Issuer directly.

This percentage is calculated based upon 45,648,266 shares of the Common Stock outstanding as of October 31, 2018 as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2018, filed with the Securities and Exchange Commission on November 6, 2018.

  NAMES OF REPORTING PERSONS

  DAG Ventures V, L.P.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒ (1)

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0 shares

  SHARED VOTING POWER

  1,351,916 shares of Common Stock (2)

  SOLE DISPOSITIVE POWER

  0 shares

  SHARED DISPOSITIVE POWER

  1,351,916 shares of Common Stock (2)

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  1,351,916 shares of Common Stock (2)

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  2.9% (3)

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  PN

This Amendment No. 3 to the statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

The shares consist of (i) 1,348,632 shares of Common Stock held by DAG V-QP and (ii) 3,284 shares of Common Stock held by DAG V. DAG V LLC serves as the general partner of DAG V-QP and DAG V. As such, DAG V LLC possesses power to direct the voting and disposition of the shares owned by DAG V-QP and DAG V and may be deemed to have indirect beneficial ownership of the shares held by DAG V-QP and DAG V. DAG V LLC owns no securities of the Issuer directly. Messrs. R. Thomas Goodrich and John J. Cadeddu are Managing Directors of DAG V LLC. As such, Messrs. R. Thomas Goodrich and John J. Cadeddu possess power to direct the voting and disposition of the shares owned by DAG V-QP and DAG V and may be deemed to have indirect beneficial ownership of the shares held by DAG V-QP and DAG V. R. Thomas Goodrich serves as a trustee for the Goodrich-Patton Living Trust, which holds 229,250 shares of the Issuer. John J. Cadeddu holds 17,261 shares of the Issuer directly.

This percentage is calculated based upon 45,648,266 shares of the Common Stock outstanding as of October 31, 2018 as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2018, filed with the Securities and Exchange Commission on November 6, 2018.

  NAMES OF REPORTING PERSONS

  DAG Ventures Management V, LLC

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒ (1)

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0 shares

  SHARED VOTING POWER

  1,351,916 shares of Common Stock (2)

  SOLE DISPOSITIVE POWER

  0 shares

  SHARED DISPOSITIVE POWER

  1,351,916 shares of Common Stock (2)

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  1,351,916 shares of Common Stock (2)

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  2.9% (3)

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  OO

This Amendment No. 3 to the statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

The shares consist of (i) 1,348,632 shares of Common Stock held by DAG V-QP and (ii) 3,284 shares of Common Stock held by DAG V. DAG V LLC serves as the general partner of DAG V-QP and DAG V. As such, DAG V LLC possesses power to direct the voting and disposition of the shares owned by DAG V-QP and DAG V and may be deemed to have indirect beneficial ownership of the shares held by DAG V-QP and DAG V. DAG V LLC owns no securities of the Issuer directly. Messrs. R. Thomas Goodrich and John J. Cadeddu are Managing Directors of DAG V LLC. As such, Messrs. R. Thomas Goodrich and John J. Cadeddu possess power to direct the voting and disposition of the shares owned by DAG V-QP and DAG V and may be deemed to have indirect beneficial ownership of the shares held by DAG V-QP and DAG V. R. Thomas Goodrich serves as a trustee for the Goodrich-Patton Living Trust, which holds 229,250 shares of the Issuer. John J. Cadeddu holds 17,261 shares of the Issuer directly.

This percentage is calculated based upon 45,648,266 shares of the Common Stock outstanding as of October 31, 2018 as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2018, filed with the Securities and Exchange Commission on November 6, 2018.

  NAMES OF REPORTING PERSONS

  R. Thomas Goodrich

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒ (1)

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  United States of America

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  229,250 shares of Common Stock (4)

  SHARED VOTING POWER

  1,351,916 shares of Common Stock (2)

  SOLE DISPOSITIVE POWER

  229,250 shares of Common Stock (4)

  SHARED DISPOSITIVE POWER

  1,351,916 shares of Common Stock (2)

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  1,581,166 shares of Common Stock (2)(4)

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  3.4% (3)

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  IN

This Amendment No. 3 to the statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

The shares consist of (i) 1,348,632 shares of Common Stock held by DAG V-QP and (ii) 3,284 shares of Common Stock held by DAG V. DAG V LLC serves as the general partner of DAG V-QP and DAG V. As such, DAG V LLC possesses power to direct the voting and disposition of the shares owned by DAG V-QP and DAG V and may be deemed to have indirect beneficial ownership of the shares held by DAG V-QP and DAG V. DAG V LLC owns no securities of the Issuer directly. Messrs. R. Thomas Goodrich and John J. Cadeddu are Managing Directors of DAG V LLC. As such, Messrs. R. Thomas Goodrich and John J. Cadeddu possess power to direct the voting and disposition of the shares owned by DAG V-QP and DAG V and may be deemed to have indirect beneficial ownership of the shares held by DAG V-QP and DAG V. R. Thomas Goodrich serves as a trustee for the Goodrich-Patton Living Trust, which holds 229,250 shares of the Issuer. John J. Cadeddu holds 17,261 shares of the Issuer directly.

This percentage is calculated based upon 45,648,266 shares of the Common Stock outstanding as of October 31, 2018 as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2018, filed with the Securities and Exchange Commission on November 6, 2018.

Includes 229,250 shares held by the Goodrich-Patton Living Trust, for which R. Thomas Goodrich serves as a trustee.

  NAMES OF REPORTING PERSONS

  John J. Cadeddu

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒ (1)

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  United States of America

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  17,261 shares of Common Stock

  SHARED VOTING POWER

  1,351,916 shares of Common Stock (2)

  SOLE DISPOSITIVE POWER

  17,261 shares of Common Stock

  SHARED DISPOSITIVE POWER

  1,351,916 shares of Common Stock (2)

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  1,369,177 shares of Common Stock (2)(4)

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  2.9% (3)

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  IN

This Amendment No. 3 to the statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

The shares consist of (i) 1,348,632 shares of Common Stock held by DAG V-QP and (ii) 3,284 shares of Common Stock held by DAG V. DAG V LLC serves as the general partner of DAG V-QP and DAG V. As such, DAG V LLC possesses power to direct the voting and disposition of the shares owned by DAG V-QP and DAG V and may be deemed to have indirect beneficial ownership of the shares held by DAG V-QP and DAG V. DAG V LLC owns no securities of the Issuer directly. Messrs. R. Thomas Goodrich and John J. Cadeddu are Managing Directors of DAG V LLC. As such, Messrs. R. Thomas Goodrich and John J. Cadeddu possess power to direct the voting and disposition of the shares owned by DAG V-QP and DAG V and may be deemed to have indirect beneficial ownership of the shares held by DAG V-QP and DAG V. R. Thomas Goodrich serves as a trustee for the Goodrich-Patton Living Trust, which holds 229,250 shares of the Issuer. John J. Cadeddu holds 17,261 shares of the Issuer directly.

This percentage is calculated based upon 45,648,266 shares of the Common Stock outstanding as of October 31, 2018 as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2018, filed with the Securities and Exchange Commission on November 6, 2018.

Includes 17,261 shares held by John J. Cadeddu.

Name of Issuer:

Address of issuer’s principal executive offices:

Name of Reporting Persons filing:

Address or principal business office or, if none, residence:

Citizenship:

Title of class of securities:

CUSIP No.:

If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filings is a:

Ownership

Reporting Persons

DAG V-QP

DAG V

DAG V LLC (2)

R. Thomas Goodrich (2)

John J. Cadeddu (2)

Represents the number of shares of Common Stock held by the Reporting Persons.

DAG V LLC serves as the general partner of DAG V-QP and DAG V. As such, DAG V LLC possesses power to direct the voting and disposition of the shares owned by DAG V-QP and DAG V and may be deemed to have indirect beneficial ownership of the shares held by DAG V-QP and DAG V. DAG V LLC owns no securities of the Issuer directly. Messrs. R. Thomas Goodrich and John J. Cadeddu are Managing Directors of DAG V LLC. As such, Messrs. R. Thomas Goodrich and John J. Cadeddu possess power to direct the voting and disposition of the shares owned by DAG V-QP and DAG V and may be deemed to have indirect beneficial ownership of the shares held by DAG V-QP and DAG V. R. Thomas Goodrich serves as a trustee for the Goodrich-Patton Living Trust, which holds 229,250 shares of the Issuer. John J. Cadeddu holds 17,261 shares of the Issuer directly.

These percentages are calculated based upon 45,648,266 shares of the Common Stock outstanding as of October 31, 2018 as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2018, filed with the Securities and Exchange Commission on November 6, 2018.

Ownership of 5 Percent or Less of a Class

Ownership of More than 5 Percent on Behalf of Another Person

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

Identification and Classification of Members of the Group

Notice of Dissolution of Group

Certifications

/s/ R. Thomas Goodrich

/s/ R. Thomas Goodrich

/s/ R. Thomas Goodrich

/s/ R. Thomas Goodrich

/s/ John J. Cadeddu