Sec Form 4 Filing - Worthington Mark @ Athira Pharma, Inc. - 2024-12-31

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 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 Worthington Mark 2. Issuer Name and Ticker or Trading Symbol Athira Pharma, Inc. [ ATHA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) General Counsel and CCO (Last) (First) (Middle) C/O ATHIRA PHARMA, INC., 18706 NORTH CREEK PARKWAY, SUITE 104 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2024 (Street) BOTHELL, WA98011 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock ( 1 ) 11/18/2024( 2 ) A V 3,651 A $ 0.55 ( 3 ) 55,578 D Common Stock 12/31/2024 M 36,667 A $ 0 92,245 D Common Stock 01/02/2025 S( 4 ) 8,510 D $ 0.5619 ( 5 ) 83,735 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Units ( 6 ) ( 7 ) 12/31/2024 M 36,667 ( 8 ) ( 8 ) Common Stock 36,667 $ 0 73,333 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Worthington Mark C/O ATHIRA PHARMA, INC. 18706 NORTH CREEK PARKWAY, SUITE 104 BOTHELL, WA98011 General Counsel and CCO Signatures /s/ Mark Worthington 01/03/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reporting person is voluntarily reporting the acquisition of shares of the issuer's common stock pursuant to the Athira Pharma, Inc. 2020 Employee Stock Purchase Plan ("ESPP"), for the ESPP Purchase Period (as defined in the ESPP) of May 20, 2024 through November 18, 2024. This transaction is also exempt under Rule 16b-3(c). ( 2 )The Purchase Period ended November 18, 2024 and is the Purchase Period comprising the Offering Period (as defined in the ESPP) that began May 20, 2024. ( 3 )In accordance with the ESPP, these shares were purchased based on 85% of the closing price on November 18, 2024. ( 4 )Represents shares of common stock sold to cover tax withholding and remittance obligations in connection with the vesting of restricted stock units ("RSU") pursuant to mandatory "sell to cover" policies maintained by the issuer and provisions contained in the reporting person's applicable RSU agreement, and does not represent a discretionary sale by the reporting person. ( 5 )The "Amount" and "Price" reported in this Column 4 reflect the aggregate number and weighted-average price, respectively, of shares sold. These shares were sold in multiple transactions at prices ranging from $0.5414 to $0.5939, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein. ( 6 )RSUs convert into common stock on a one-for-one basis. ( 7 )Each RSU represents a contingent right to receive one (1) share of Issuer's common stock. ( 8 )On October 1, 2024, the reporting person was granted 110,000 RSUs. One-third (1/3rd) of the RSUs vest on each of December 31, 2024, June 30, 2025 and December 31, 2025, subject to the reporting person continuing to be a Service Provider (as defined in the Issuer's2020 Equity Incentive Plan (the "Plan")) through the applicable vesting dates.

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).

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