UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
450 EAST JAMIE COURT835 INDUSTRIAL RD., SUITE 400SOUTH SAN FRANCISCO, CALIFORNIA 94080CARLOS, CA 94070
Due to concerns and restrictions related to the global COVID-19 pandemic, we
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Answers About These Proxy Materials and Voting
Due
“street name” (as defined below). If you do not have your 16-digit control number, you will be able to access and listen to the Annual Meeting, but you will not be able to vote your shares or submit questions during the Annual Meeting.
meeting.
Our live webcast
number included in the Notice, on your proxy card, or on the instructions that accompanied your proxy materials in order to log into the virtual meeting platform and submit questions.
If I cannot virtually attend the Annual Meeting, can I vote before the Annual Meeting or listen to the Annual Meeting later?
BCEL2022.
online during the meeting.
Beneficial owners who attend the Annual Meeting should follow the instructions at http://www.virtualshareholdermeeting.com/BCEL2022 to vote online during the meeting.
December 31, 2022.
You
your broker, bank or other agent if you hold your shares in “street name.”
Internet proxy voting allowsis provided to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, pleasePlease be aware that you must bear any costs associated with your Internet access, such as usage charges from Internet access providers and telephone companies.
If I am a stockholder of record and I do not vote, or if I return a proxy card or otherwise vote without giving specific voting instructions, what happens?
a “routine” matter.
What does it mean if I receive more than one Notice?
If you receive more than one Notice, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions on the Notices to ensure that all of your shares are voted.
Can I change my vote after submitting my proxy?
Stockholder of Record: Shares Registered in Your Name
Yes. You can revoke your proxy at any time before the final vote at the Annual Meeting. If you are the record holder of your shares, you may revoke your proxy in any one of the following ways:
Your most current proxy card or telephone or Internet proxy is the one that is counted.
Beneficial Owner: Shares Registered in the Name of Broker or Bank
If your shares are held by your broker, bank or other agent, you should follow the instructions provided by your broker, bank or other agent.
When are stockholder proposals and director nominations due for the 20212023 Annual Meeting of Stockholders?
How are votes counted?
Votes will be counted by the inspector of election appointed for the Annual Meeting, who will separately count, for Proposal 1, votes "For," "Withhold" and broker non-votes; and, with respect to Proposal 2 and any other proposals, votes "For" and "Against," abstentions and, if applicable, broker non-votes. Abstentions will be counted towards the vote total for each of Proposals 1 and 2, and will have the same effect as "Against" votes. Broker non-votes have no effect and will not be counted towards the vote total for any proposal.
What are "broker non-votes"?
As discussed above, when a beneficial owner of shares held in street name does not give voting instructions to his or her broker, bank or other securities intermediary holding his or her shares as to how to vote on matters deemed to be "non-routine", the broker, bank or other such agent cannot vote the shares. These un-voted shares are counted as "broker non-votes."
As a reminder, if you a beneficial owner of shares held in street name, in order to ensure your shares are voted in the way you would prefer, youmust provide voting instructions to your broker, bank or other agent by the deadline provided in the materials you receive from your broker, bank or other agent.
How many votes are needed to approve each proposal?
For Proposal 1, election of directors, the two nominees receiving the most "For" votes properly cast and entitled to vote on the election of directors will be elected. Only votes "For" will affect the outcome.
For Proposal 2, ratification of the selection of OUM & Co. LLP as the Company's independent registered public accounting firm for fiscal year 2020, "For" votes from the holders of a majority of votes
properly cast and entitled to vote on the matter must be received to approve this proposal. If you "Abstain" from voting, it will have the same effect as an "Against" vote. Broker non-votes will have no effect.
What is the quorum requirement?
A quorum of stockholders is necessary to hold a valid Annual Meeting. A quorum will be present if stockholders holding at least a majority of the outstanding shares entitled to vote are present at the Annual Meeting via the live webcast or represented by proxy. On the record date, there were 22,153,387 shares outstanding and entitled to vote. Thus, the holders of 11,076,694 shares must be present at the Annual Meeting via the live webcast or represented by proxy to have a quorum.
Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote electronically at the Annual Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, the holders of a majority of shares present at the Annual Meeting via the live webcast or represented by proxy may adjourn the Annual Meeting to another date.
How can I find out the results of the voting at the Annual Meeting?
The
The Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the nominees andnamed below. If either of the nominees become unavailable for election as a result of an unexpected occurrence, the Board of Directors may designate a substitute nominee, in which event the persons named in the enclosed proxy will vote for the election of such substitute nominee, unless the Board of Directors chooses to reduce the number of directors who are currently serving on the Board of Directors. Ms. Ball and Messrs. Berger and Orwin have consented to being named as nominees in this Proxy Statement and have agreed to serve if elected. We have no reason to believe that Ms. Ball and Messrs. Berger and Orwin will be unable to serve.
Name | | | Class | | | Age | | | Position | | | Director Since | |
John A. Orwin | | | III | | | 57 | | | President, Chief Executive Officer and Director | | | 2018 | |
Tito A. Serafini, Ph.D. | | | II | | | 58 | | | Chief Strategy Officer and Director | | | 2010 | |
Brian Atwood | | | II | | | 69 | | | Director | | | 2013 | |
Kristine M. Ball | | | III | | | 50 | | | Director | | | 2020 | |
Franklin Berger | | | III | | | 72 | | | Director | | | 2014 | |
Stephen R. Brady | | | I | | | 52 | | | Director | | | 2021 | |
David Lacey, M.D. | | | I | | | 69 | | | Director | | | 2016 | |
Stacey Y. Ma, Ph.D. | | | II | | | 52 | | | Director | | | 2021 | |
William H. Robinson, M.D. Ph.D. | | | II | | | 54 | | | Director | | | 2011 | |
Lindsey Rolfe, MBChB | | | I | | | 54 | | | Director | | | 2019 | |
Name | Class | Age | Position | Director Since | ||||
---|---|---|---|---|---|---|---|---|
John A. Orwin | III | 55 | President, Chief Executive Officer and Director | 2018 | ||||
Tito A. Serafini, Ph.D. | II | 56 | Chief Strategy Officer and Director | 2010 | ||||
Brian Atwood | II | 67 | Director | 2013 | ||||
Franklin Berger | III | 70 | Director | 2014 | ||||
David Lacey, M.D. | I | 67 | Director | 2016 | ||||
William H. Robinson, M.D. Ph.D. | II | 52 | Director | 2011 | ||||
Lindsey Rolfe, MBChB | I | 52 | Director | 2019 |
Nominees for Election for a Three-Year Term Expiring at the 20232025 Annual Meeting of Stockholders—Stockholders — Class IIII
David Lacey, M.D.
Dr. Lacey
Lindsey Rolfe, MBChB
Dr. Rolfe has served as a member of our board of directors since August 2019. Dr. Rolfe currently serves as Chief Medical Officer at Clovis Oncology Inc. She joined Clovis in April 2010 and served as Senior Vice President of Clinical Development until becoming CMOFinance at Exelixis, Inc., and senior manager in 2015. At Clovis, Dr. Rolfe has overseen the development team that obtained approvals for Rubraca as an ovarian cancer treatment in the United States of America and Europe, and is responsible for all pre- and post-marketing medical activities. Dr. Rolfe has more than 20 years of drug development experience and previously served in senior oncology development roles at Celgene Corporation, Pharmion Corporation, Cambridge Antibody Technology, UCB Inc. and Celltech Group plc. Dr. Rolfe qualified in medicine at the University of Edinburgh, undertook post-graduate medical training in London, UK and obtained her post-graduate internal medicine qualification as a Member of the Royal College of Physicians. She has specialist accreditation in Pharmaceutical Medicine from the UK General Medical Council and is a Fellow of the Faculty of Pharmaceutical Medicine in the UK. Dr. Rolfe was selected to serve on our board of directors because of her experience in leading drug discovery and development of oncology therapeutics.
THE BOARD OF DIRECTORS RECOMMENDSA VOTE IN FAVOR OF EACH NAMED NOMINEE.
Directors Continuing in Office Until the 2021 Annual Meeting of Stockholders—Class II
Brian Atwood
Mr. Atwood has served as the Chairman of our Board since December 2013. From December 2015 until February 2018, he served as President and Chief Executive Officer and was a co-founder of Cell Design Labs, Inc., a biotechnology company focused on developing human cell engineering technology for the treatment of multiple diseases, including cancer. In 1999, he co-founded and currently serves as a Managing Director for Versant Ventures, a healthcare-focused venture capital firm. Mr. Atwood serves on the board of directors of Clovis Oncology, Inc. He alsoErnst & Young’s life sciences audit practice. Previously, Ms. Ball served on the board of directors of Immune Design Corp., from May 2008 until June 2016, Veracyte, Inc., from its founding until December 2016, OpGen Inc., from July 2007 until December 2017, Five Prime Therapeutics, from 2002 until March 2016, Cadence Pharmaceuticals,Forty Seven, Inc. from March 2006 until its acquisition in March 2014, Helicos Biosciences from 2003 until September 2011, Pharmion Corporation from 2000 until its acquisition in March 2008 and Trius Therapeutics,2018-2020, a clinical-stage biotechnology company acquired by Gilead Sciences, Inc. from February 2007 until its acquisition in September 2013. Mr. Atwood holdsMs. Ball received a B.S. in biological sciences from the University of California, Irvine, a M.S. in ecology from the University of California, Davis, and an M.B.A. from Harvard Business School. Mr. AtwoodBabson College.
William H. Robinson, M.D., Ph.D.
Dr. Robinson is one of our principal founders and has served as a member of our board of directors since March 2011. Dr. Robinson is a Professor of Medicine and the Chief of the Division of Immunology and Rheumatology of the Department of Medicine at Stanford University. At Stanford, he is Director of the Stanford Osteoarthritis Initiative. He co-founded the Stanford Human Immune Monitoring Center and serves on the editorial boards of several journals. In 2010, Dr. Robinson was elected to the American Society of Clinical Investigation and the Henry Kunkel Society. He was a co-founder Bayhill Therapeutics and Tolerion, Inc. The foundational technology for Atreca's Immune Repertoire Capture® technology was developed in his academic laboratory. Dr. Robinson received his B.S., M.D. and Ph.D. degrees from Stanford University and completed his clinical training in internal medicine at the University of California, San Francisco. Dr. Robinson was selected to serve on our board of directors because of his expertise and his experience as a founder of and an advisor to various companies in the healthcare industry.
Tito A. Serafini, Ph.D.
Dr. Serafini is one of our principal founders and has served as a member of our board of directors since June 2010 and as our Chief Strategy Officer, with responsibility for the nonclinical research, development and technical organization, since April 2018. From June 2010 to April 2018, Dr. Serafini served as our President and Chief Executive Officer. Dr. Serafini received a B.S. in biochemistry from Case Western Reserve University and a Ph.D. in biochemistry from Stanford University School of Medicine. Dr. Serafini performed postdoctoral research at the University of California, San Francisco, and he was afterward an award-winning faculty member in the Department of Molecular and Cell Biology at the University of California, Berkeley, where he co-founded the university's Functional Genomics Laboratory. Dr. Serafini left academia to co-found and serve as an executive officer of Renovis, Inc., eventually a publicly held company. He subsequently held the position of Chief Scientific Officer at Nuon Therapeutics, Inc., before founding Atreca. Dr. Serafini was selected to serve on our board of directors because of his scientific knowledge and acumen as well as the experience he brings as our founderher extensive background focused primarily on finance, corporate development and former Chief Executive Officer.
strategic planning.
Franklin Berger
and pharmaceutical companies, including Alza Corporation (acquired by Johnson & Johnson), Sangstat Medical Corporation (acquired by Genzyme), Rhone-Poulenc Rorer Pharmaceuticals, Inc. (merged with Sanofi-Aventis) and Schering-Plough Corporation (merged with Merck). Mr. Orwin currently serves as a member
He also served on the board of directors of Immune Design Corp., from May 2008 until June 2016, Veracyte, Inc., from its founding until December 2016, OpGen Inc., from July 2007 until December 2017, Five Prime Therapeutics, from 2002 until March 2016, Cadence Pharmaceuticals, Inc. from March 2006 until its acquisition in March 2014, Helicos Biosciences from 2003 until September 2011, Pharmion Corporation from 2000 until its acquisition in March 2008 and Trius Therapeutics, Inc. from February 2007 until its acquisition in September 2013. Mr. Atwood holds a B.S. in biological sciences from the University of California, Irvine, a M.S. in ecology from the University of California, Davis, and an M.B.A. from Harvard Business School.
Board Diversity Matrix (As of April 28, 2022) | | ||||||||||||
Total Number of Directors | | | 10 | | |||||||||
| | | Female | | | Male | | | Non- Binary | | | Did Not Disclose Gender | |
Part I: Gender Identity | | | | | | | | | | | | | |
Directors | | | 3 | | | 7 | | | — | | | — | |
Part II: Demographic Background | | | | | | | | | | | | | |
African American or Black | | | 0 | | | 0 | | | — | | | — | |
Alaskan Native or Native American | | | 0 | | | 0 | | | — | | | — | |
Asian | | | 1 | | | 0 | | | — | | | — | |
Hispanic or Latinx | | | 0 | | | 0 | | | — | | | — | |
Native Hawaiian or Pacific Islander | | | 0 | | | 0 | | | — | | | — | |
White | | | 2 | | | 7 | | | — | | | — | |
Two or More Races or Ethnicities | | | — | | | — | | | — | | | — | |
LGBTQ+ | | | — | | |||||||||
Did Not Disclose Demographic Background | | | — | |
Board of Directors and Corporate Governance
the Board has determined that they were not relationships that would interfere with their exercise of independent judgment in carrying out their responsibilities as directors and the Board has affirmatively determined that the following fourfive directors, representing a majority of our directors, are independent directors, withindo not have any relationships that would interfere with the meaningexercise of independent judgment in carrying out the responsibilities of a director, and that each of these directors is otherwise “independent” as that term is defined under applicable Nasdaq listing standards: Mr.Messrs. Atwood, Mr. Berger, Mr.and Brady, Drs. Lacey, Ma and Dr. Rolfe.Rolfe and Ms. Ball. In making this determination, the Board found that none of these directors or, in the case of Ms. Ball and Mr. Berger, nominees for director, had a material or other disqualifying relationship with the Company.
Based on this review, the Board affirmatively determined that all of the directors nominated for election at the Annual Meeting are independent under the standards set forth in the Company's Corporate Governance Guidelines and applicable Nasdaq rules.
focus on our day-to-day business, while allowing the Chairman of our Board to lead the Board of Directors in its fundamental role of providing advice to and independent oversight of management. Our Board of Directors recognizes the time, effort and energy that the Chief Executive Officer is required to devote to his position, as well as the commitment required to serve as our Chairman of our Board of Directors, particularly as the Board of Directors'Directors’ oversight responsibilities continue to grow. While our amended and restated bylaws and corporate governance guidelines do not require that our Chairman and Chief Executive Officer positions be separate, our Board of Directors believes that having separate positions is the appropriate leadership structure for us at this time and demonstrates our commitment to good corporate governance.
June 9, 2021.
The following table provides membership and 2019 meeting information for each of the Board committees:
Name | | | Audit | | | Compensation | | | Nominating and Corporate Governance | | | Research and Development | | ||||||||||||
John A. Orwin | | | | | | | | | | | | | | | | | | | | | | | | | |
Tito A. Serafini, Ph.D | | | | | | | | | | | | | | | | | | | | | | | | | |
Brian Atwood(1) | | | | | X | | | | | | X* | | | | | | | | | | | | | | |
Kristine M. Ball | | | | | X | | | | | | | | | | | | X | | | | | | | | |
Franklin Berger | | | | | X* | | | | | | | | | | | | X | | | | | | | | |
Stephen R. Brady(2) | | | | | X | | | | | | | | | | | | | | | | | | | | |
David Lacey, M.D | | | | | | | | | | | X | | | | | | X* | | | | | | X | | |
Stacey Y. Ma, Ph.D(3) | | | | | | | | | | | | | | | | | | | | | | | X | | |
William H. Robinson, M.D., Ph.D | | | | | | | | | | | | | | | | | | | | | | | X* | | |
Lindsey Rolfe, MBChB | | | | | | | | | | X | | | | | | | | | | | X | | | ||
Total meetings in the year ended December 31, 2021 | | | | | 4 | | | | | | 3 | | | | | | 3 | | | | | | 4 | | |
Name | Audit | Compensation | Nominating and Corporate Governance | Research and Development Committee | ||||
---|---|---|---|---|---|---|---|---|
John A. Orwin | ||||||||
Tito A. Serafini, Ph.D. | ||||||||
Brian Atwood | X | X* | ||||||
Franklin Berger | X* | X | ||||||
David Lacey, M.D. | X | X* | X | |||||
William H. Robinson, M.D., Ph.D. | X | X | X* | |||||
Lindsey Rolfe, MBChB | X | X | ||||||
Total meetings in 2019 | 3 | 3 | 1 | 0 |
Carlos, California 94070
The Audit Committee was established by the Board in accordance with Section 3(a)(58)(A) of the Exchange Act, for the primary purpose of discharging the responsibilities of our Board of Directors with respect to our corporate accounting and financial reporting processes, systems of internal control and financial statement audits, and to oversee our independent registered public accounting firm. Specific responsibilities of our Audit Committee include:
corporate-governance/documents-and-charters.
statements be included in the Company'sCompany’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019.
2021.
Stephen R. Brady
All memberscorporate-governance/documents-and-charters.
standards definition of independence for Compensation Committee members on an annual basis and has determined that each Compensation Committee member satisfies the independence requirements under the listing standards of Nasdaq and Rule 10C-1 under the Exchange Act, and qualifies as a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act.
Committee meetings. The Chief Executive Officer may not participate in, or be present during, any deliberations or determinations of the Compensation Committee regarding his compensation. The Compensation Committee meets regularly in executive session.
matters related to individual compensation, such as compensation for new executive hires, as well as high-level strategic issues, such as the efficacy of the Company'sCompany’s compensation strategy, potential modifications to that strategy and new trends, plans or approaches to compensation, at various meetings throughout the year.
Ourcorporate-governance/
applicable SEC rules.
incumbent directors whose terms of office are set to expire, the Committee reviews these directors'directors’ overall service to the Company during their terms, including the number of meetings attended, level of participation, quality of performance and any other relationships and transactions that might impair the directors'directors’ independence. The Committee also considers the results of the Board'sBoard’s self-evaluation, conducted annually on a group and individual basis and every three years, conducted with an outside consultant. In the case of new director candidates, the Nominating and Corporate Governance Committee also determines whether the nominee is independent for Nasdaq purposes, which determination is based upon applicable Nasdaq listing standards, applicable SEC rules and regulations and the advice of counsel, if necessary. The Nominating and Corporate Governance Committee then uses its network of contacts to compile a list of potential candidates, but may also engage, if it deems appropriate, a professional search firm. The Nominating and Corporate Governance Committee conducts any appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates after considering the function and needs of the Board. The
Our Board of Directors established the Research and Development Committee in January 2020.
corporate-governance/documents-and-charters.
Code of Business Conduct and Ethics
our Codes of Business Conduct and Ethics.
Atreca
Director— Summary Compensation for Fiscal 2019
Name | | | Fees Earned or Paid in Cash ($) | | | Option Awards ($) | | | All Other Compensation ($) | | | Total ($) | | ||||||||||||
Brian Atwood | | | | $ | 84,035 | | | | | $ | 86,967 | | | | | $ | — | | | | | $ | 171,003 | | |
Kristine M. Ball | | | | $ | 46,500 | | | | | $ | 86,967 | | | | | $ | — | | | | | $ | 133,467 | | |
Franklin Berger | | | | $ | 54,000 | | | | | $ | 86,967 | | | | | $ | — | | | | | $ | 140,967 | | |
Stephen R. Brady | | | | $ | 19,749 | | | | | $ | 140,774 | | | | | $ | — | | | | | $ | 159,361 | | |
David Lacey, M.D. | | | | $ | 53,000 | | | | | $ | 86,967 | | | | | $ | — | | | | | $ | 139,967 | | |
Stacey Y. Ma, Ph.D. | | | | $ | 18,587 | | | | | $ | 140,774 | | | | | $ | — | | | | | $ | 160,523 | | |
William H. Robinson, M.D. Ph.D.(2) | | | | $ | 45,000 | | | | | $ | 86,967 | | | | | $ | 250,000 | | | | | $ | 381,967 | | |
Lindsey Rolfe, MBChB | | | | $ | 45,000 | | | | | $ | 86,967 | | | | | $ | — | | | | | $ | 131,967 | | |
Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1)(3) | All Other Compensation ($) | Total ($) | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Brian Atwood | $ | 64,134 | $ | — | $ | — | $ | 64,134 | |||||
Franklin Berger | $ | 41,280 | $ | — | $ | — | $ | 41,280 | |||||
David Lacey, M.D. | $ | 38,873 | $ | — | $ | — | $ | 38,873 | |||||
William H. Robinson, M.D. Ph.D.(2) | $ | 22,651 | $ | — | $ | 250,000 | $ | 272,651 | |||||
Lindsey Rolfe, MBChB | $ | 17,406 | $ | 366,315 | $ | — | $ | 383,721 |
Name | | | |||||
Number of shares subject to outstanding options as of December 31, | |||||||
---|---|---|---|---|---|---|---|
| | ||||||
| | | | 70,666 | | | |
Kristine M. Ball | | | | | 48,000 | | |
Franklin Berger | | | | | 58,166 | | |
Stephen R. Brady | | | | | 24,000 | | |
David Lacey, M.D. | | | | 78,532 | | | |
Stacey Y. Ma, Ph.D. | | | | | 24,000 | | |
William H. Robinson, M.D. Ph.D. | | | | 85,666 | | | |
Lindsey Rolfe, MBChB | | | | 48,000 | | |
Directors.
Withum.
The following table represents aggregate fees billed Board Of Directors Recommends A Vote In Favor Of Proposal No. 2.
| | | Year Ended December 31, | | |||||||||
| | | 2021 | | | 2020 | | ||||||
Audit Fees(1) | | | | $ | 42,118 | | | | | $ | 604,876 | | |
Audit-Related Fees | | | | | — | | | | | | — | | |
Tax Fees | | | | | — | | | | | | — | | |
All Other Fees | | | | | — | | | | | | — | | |
Total Fees | | | | $ | 42,118 | | | | | $ | 604,876 | | |
| Fiscal Year Ended | ||||||
---|---|---|---|---|---|---|---|
| 2019 | 2018 | |||||
| (in thousands) | ||||||
Audit Fees(1) | $ | 556,626 | $ | 194,383 | |||
Audit-Related Fees(2) | 7,926 | — | |||||
Tax Fees | — | — | |||||
All Other Fees | — | — | |||||
| | | | | | | |
Total Fees | $ | 564,522 | $ | 194,383 |
| | | Year Ended December 31, | | |||||||||
| | | 2021 | | | 2020 | | ||||||
Audit Fees(1) | | | | $ | 547,901 | | | | | | — | | |
Audit-Related Fees | | | | | — | | | | | | — | | |
Tax Fees | | | | | — | | | | | | — | | |
All Other Fees | | | | | — | | | | | | — | | |
Total Fees | | | | $ | 547,901 | | | | | | — | | |
services, audit-related services and tax services up to specified amounts. Pre-approval may also be given as part of the Audit Committee'sCommittee’s approval of the scope of the engagement of the independent auditorregistered public accounting firm or on an individual, explicit, case-by-case basis before the independent auditorregistered public accounting firm is engaged to provide each service. The pre-approval of services may be delegated to one or more of the Audit Committee'sCommittee’s members, but the decision must be reported to the full Audit Committee at its next scheduled meeting.
O
wnership of CSECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
ertain
Beneficial Owners and Management
| | | Shares Beneficially Owned | | |||||||||
Beneficial Owner | | | Number of Shares of Class A Common Stock | | | Percentage of Shares of Class A Common Stock | | ||||||
Greater than 5% Stockholders | | | | | | | | | | | | | |
Entities Affiliated with Baker Brothers Life Sciences, L.P.(1) | | | | | 3,532,760(2) | | | | | | 11.1% | | |
Entities Affiliated with Boxer Capital, LLC(3) | | | | | 2,202,333 | | | | | | 6.9% | | |
BlackRock, Inc.(4) | | | | | 2,951,287 | | | | | | 9.3% | | |
Directors and Named Executive Officers | | | | | | | | | | | | | |
John A. Orwin(5) | | | | | 1,256,444 | | | | | | 3.8% | | |
Tito A. Serafini, Ph.D.(6) | | | | | 691,543 | | | | | | 2.2% | | |
Brian Atwood(7) | | | | | 99,786 | | | | | | * | | |
Kristine M. Ball(8) | | | | | 28,000 | | | | | | * | | |
Franklin Berger(9) | | | | | 135,440 | | | | | | * | | |
Stephen R. Brady | | | | | — | | | | | | — | | |
David Lacey, M.D.(10) | | | | | 57,998 | | | | | | * | | |
Stacey Y. Ma, Pd.D. | | | | | — | | | | | | — | | |
William Robinson, M.D., Ph.D.(11) | | | | | 441,370 | | | | | | 1.4% | | |
Lindsey Rolfe, MBChB(12) | | | | | 28,000 | | | | | | * | | |
Herbert Cross(13) | | | | | 323,159 | | | | | | 1.0% | | |
All executive officers and directors as a group (12 persons)(14) | | | | | 3,269,807 | | | | | | 9.6% | | |
| Number of Beneficially Owned Shares(1) | Percentage of Shares Beneficially Owned | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Beneficial Owner | Class A Common Stock | Class B Common Stock | Class A Common Stock | Class B Common Stock | |||||||||
5% Stockholders | |||||||||||||
Entities Affiliated with Baker Brothers Life Sciences L.P.(2) | 3,532,760 | 5,934,191 | 16.02 | % | 100 | % | |||||||
Bill & Melinda Gates Foundation(3) | 1,396,644 | — | 6.33 | % | — | ||||||||
Boxer Capital, LLC(4) | 1,772,960 | — | 8.04 | % | — | ||||||||
Hadley Harbor Master Investors (Cayman) II L.P.(5) | 3,372,819 | 15.29 | % | ||||||||||
BlackRock, Inc.(6) | 1,312,400 | — | 5.95 | % | — | ||||||||
EcoR1 Capital LLC(7) | 1,481,411 | — | 6.72 | % | — | ||||||||
Redmile Group LLC(8) | 1,136,806 | — | 5.16 | % | — | ||||||||
Directors and Named Executive Officers | |||||||||||||
John A. Orwin(9) | 777,350 | — | 3.41 | % | — | ||||||||
Tito A. Serafini, Ph.D.(10) | 646,841 | — | 2.91 | % | — | ||||||||
Brian Atwood(11) | 69,274 | — | * | — | |||||||||
Franklin Berger(12) | 104,928 | — | * | — | |||||||||
David Lacey, M.D.(13) | 27,486 | — | * | — | |||||||||
William Robinson, M.D., Ph.D.(14) | 470,594 | — | 2.13 | % | — | ||||||||
Lindsey Rolfe, MBChB | — | — | — | — | |||||||||
Herbert Cross(15) | 64,475 | — | * | — | |||||||||
Norman Michael Greenberg, Ph.D.(16) | 142,829 | — | * | — | |||||||||
Courtney J. Phillips | — | — | — | — | |||||||||
Lisa L. Decker | — | — | — | — | |||||||||
All executive officers and directors as a group (11 persons)(17) | 2,303,777 | — | 9.90 | % | — |
Section 16(a) of the Exchange Act requires the Company's directors and executive officers, and persons who own more than ten percent of a registered class of the Company's equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. Officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file.
To the Company's knowledge, based solely on a review of the copies of such reports furnished to the Company and written representations that no other reports were required, during the fiscal year ended December 31 2019, all Section 16(a) filing requirements applicable to its officers, directors and greater than ten percent beneficial owners were complied with; except that two Form 4s, covering an aggregate of two transactions, filed on behalf of Ms. Lisa Decker and Ms. Courtney Phillips were filed late due to administrative oversight.
Name | | | Age | | | ||
Current Position(s) with Atreca, Inc. | | ||||||
John A. Orwin | | | | | President, Chief Executive Officer and Director | | |
Herbert Cross | | | | | Chief Financial Officer | | |
Tito A. Serafini, Ph.D. | | | | | Chief Strategy Officer and Director | ||
| |||||||
Courtney J. Phillips | | | | | General Counsel and Corporate Secretary | ||
|
Herbert Cross
Dr. Greenberg has served as our Chief Scientific Officer since May 2016. Prior to joining Atreca, from February 2015 until May 2016, Dr. Greenberg served as Senior Vice President of Translational Medicine at Checkmate Pharmaceuticals, LLC. From April 2014 until May 2016, Dr. Greenberg served as Chief Executive Officer and President of NMG Scientific Consulting, USA. From August 2011 until March 2014, Dr. Greenberg was Vice President of Global Research, Oncology, at MedImmune (AstraZeneca), where he spearheaded global research activities for immune-mediated and tumor-targeted therapies. He previously has served as Senior Director of Research in Oncology, at Pfizer, as a Full Member of the Fred Hutchinson Cancer Research Center and as a tenured Associate Professor at Baylor College of Medicine. Dr. Greenberg is the inventor of the TRAMP prostate cancer research models and has authored over 130 peer-reviewed scientific research articles. He currently sits on the Scientific Advisory Board for Machavert Pharmaceuticals. Dr. Greenberg received a B.Sc. in microbiology and immunology from the University of Toronto and a Ph.D. in microbiology and immunology from the University of British Columbia. Dr. Greenberg performed postdoctoral research at Baylor College of Medicine in Houston.
Courtney J. Phillips
Dr. Decker has served
Senior Director, Alliance Management from August 2008 until December 2009. Prior to serving Nektar Therapeutics, Dr. Decker wascomply with the Office of Technology Management at the University of Massachusetts Medical School, where she served as Associate Director from 2006 until 2008, Licensing Officer from 2002 until 2006, and Licensing Associate from 2000 until 2002. Dr. Decker holds a Ph.D. in Immunology from Tufts University School of Medicine and conducted her postdoctoral training at Harvard Medical School.
scaled disclosure requirements applicable to smaller reporting companies with respect to executive compensation.
Name and Principal Position | | | Year | | | Salary ($) | | | Option Awards ($)(1) | | | Non-Equity Incentive Plan Compensation ($) (2) | | | All Other Compensation ($) (3) | | | Total ($) | | ||||||||||||||||||
John A. Orwin President and Chief Executive Officer | | | | | 2021 | | | | | | 583,495 | | | | | | 3,302,611 | | | | | | 300,000 | | | | | | 6,020 | | | | | | 4,192,127 | | |
| | | 2020 | | | | | | 566,500 | | | | | | 3,776,010 | | | | | | 295,996 | | | | | | 1,020 | | | | | | 4,639,526 | | | ||
Tito A. Serafini, Ph.D. Chief Strategy Officer | | | | | 2021 | | | | | | 470,453 | | | | | | 1,206,724 | | | | | | 186,299 | | | | | | 6,020 | | | | | | 1,869,497 | | |
| | | 2020 | | | | | | 456,750 | | | | | | 1,378,793 | | | | | | 173,565 | | | | | | 1,020 | | | | | | 2,010,128 | | | ||
Herbert Cross Chief Financial Officer | | | | | 2021 | | | | | | 417,768 | | | | | | 1,206,724 | | | | | | 165,437 | | | | | | 6,020 | | | | | | 1,795,949 | | |
| | | 2020 | | | | | | 405,600 | | | | | | 1,519,827 | | | | | | 184,954 | | | | | | 1,020 | | | | | | 2,111,401 | | |
Name and Principal Position | Year | Salary ($) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | |||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
John A. Orwin | 2019 | 507,027 | — | 212,625 | 5,362 | 725,014 | |||||||||||||
President and Chief | 2018 | 318,750 | 4,294,637 | — | 2,145 | 4,615,532 | |||||||||||||
Executive Officer | |||||||||||||||||||
Tito A. Serafini | 2019 | 433,181 | — | 198,322 | 5,987 | 637,490 | |||||||||||||
Chief Strategy Officer and | 2018 | 413,170 | 2,019,627 | 158,000 | 5,658 | 2,596,455 | |||||||||||||
Former President and | |||||||||||||||||||
Norman Michael Greenberg | 2019 | 411,352 | 423,790 | 165,167 | 106,916 | 1,107,225 | |||||||||||||
Chief Scientific Officer | 2018 | 393,225 | 177,421 | 128,625 | 101,418 | 800,689 |
The following table presents the outstanding equity incentive plan awards held by each named executive officer as of December 31, 2019.
| | | | | | Option Awards | | | Stock Awards | | |||||||||||||||||||||||||||||||||
| | | | | | Number of securities underlying unexercised options | | | Option exercise price ($) | | | Option expiration date | | | (#) vested | | | (#) unvested | | | Market or payout value of unearned shares, units or other rights that have not vested ($) | | |||||||||||||||||||||
Name | | | Grant Date | | | (#) exercisable | | | (#) unexercisable | | |||||||||||||||||||||||||||||||||
John A. Orwin | | | 4/28/2018(1) | | | | | 695,832 | | | | | | 0 | | | | | $ | 5.16 | | | | 4/27/2028 | | | | | — | | | | | | — | | | | | | — | | |
| | | 10/30/2018(2) | | | | | 117,764 | | | | | | 30,990 | | | | | $ | 10.02 | | | | 10/29/2028 | | | | | — | | | | | | — | | | | | | — | | |
| | | 11/15/2018(2) | | | | | 45,476 | | | | | | 13,519 | | | | | $ | 10.02 | | | | 11/14/2028 | | | | | — | | | | | | — | | | | | | — | | |
| | | 2/26/2020(2) | | | | | 115,749 | | | | | | 125,521 | | | | | $ | 22.07 | | | | 2/25/2030 | | | | | — | | | | | | — | | | | | | — | | |
| | | 1/27/2021(2) | | | | | 59,583 | | | | | | 200,417 | | | | | $ | 13.97 | | | | 1/26/2031 | | | | | — | | | | | | — | | | | | | — | | |
| | | 9/9/2021(3) | | | | | — | | | | | | — | | | | | | — | | | | — | | | | | 0 | | | | | | 115,400 | | | | | $ | 349,662 | | |
| | | 12/23/2021(2) | | | | | 0 | | | | | | 260,000 | | | | | $ | 3.18 | | | | 12/22/2031 | | | | | — | | | | | | — | | | | | | — | | |
| | Option Awards | ||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | Number of securities underlying unexercised options | Option exercise price | | ||||||||||||
| | Option expiration date | ||||||||||||||
Name | Grant Date | (#) exercisable | (#) unexercisable | ($) | ||||||||||||
John A. Orwin | 4/28/2018 | (1) | 695,832 | — | $ | 5.16 | 4/27/2028 | |||||||||
10/30/2018 | (2) | 43,388 | 105,366 | $ | 10.02 | 10/29/2028 | ||||||||||
11/15/2018 | (2) | 15,980 | 43,015 | $ | 10.02 | 11/14/2028 | ||||||||||
Tito A. Serafini | 2/3/2016 | (3) | 33,332 | — | $ | 4.56 | 2/2/2026 | |||||||||
4/28/2018 | (4) | 99,999 | — | $ | 5.16 | 4/27/2028 | ||||||||||
10/30/2018 | (2) | 41,244 | 100,151 | $ | 10.02 | 10/29/2028 | ||||||||||
11/15/2018 | (2) | 13,585 | 36,560 | $ | 10.02 | 11/14/2028 | ||||||||||
Norman Michael Greenberg | 5/10/2016 | (1) | 122,201 | — | $ | 4.56 | 5/9/2026 | |||||||||
4/28/2018 | (3) | 49,999 | — | $ | 5.16 | 4/27/2028 | ||||||||||
1/29/2019 | (2) | 10,420 | 39,579 | $ | 12.06 | 1/30/2029 |
| | | | | | Option Awards | | | Stock Awards | | |||||||||||||||||||||||||||||||||
| | | | | | Number of securities underlying unexercised options | | | Option exercise price ($) | | | Option expiration date | | | (#) vested | | | (#) unvested | | | Market or payout value of unearned shares, units or other rights that have not vested ($) | | |||||||||||||||||||||
Name | | | Grant Date | | | (#) exercisable | | | (#) unexercisable | | |||||||||||||||||||||||||||||||||
Tito A. Serafini, Ph.D. | | | 2/3/2016(2) | | | | | 11,403 | | | | | | 0 | | | | | $ | 4.56 | | | | 2/2/2026 | | | | | — | | | | | | — | | | | | | — | | |
| | | 4/28/2018(4) | | | | | 80,620 | | | | | | 0 | | | | | $ | 5.16 | | | | 4/27/2028 | | | | | — | | | | | | — | | | | | | — | | |
| | | 10/30/2018(2) | | | | | 111,944 | | | | | | 29,451 | | | | | $ | 10.02 | | | | 10/29/2028 | | | | | — | | | | | | — | | | | | | — | | |
| | | 11/15/2018(2) | | | | | 38,661 | | | | | | 11,484 | | | | | $ | 10.02 | | | | 11/14/2028 | | | | | — | | | | | | — | | | | | | — | | |
| | | 2/26/2020(2) | | | | | 42,166 | | | | | | 45,834 | | | | | $ | 22.07 | | | | 2/25/2030 | | | | | — | | | | | | — | | | | | | — | | |
| | | 1/27/2021(2) | | | | | 21,770 | | | | | | 73,230 | | | | | $ | 13.97 | | | | 1/26/2031 | | | | | — | | | | | | — | | | | | | — | | |
| | | 9/9/2021(3) | | | | | — | | | | | | — | | | | | | — | | | | — | | | | | 0 | | | | | | 42,200 | | | | | $ | 127,866 | | |
| | | 12/23/2021(2) | | | | | 0 | | | | | | 95,000 | | | | | $ | 3.18 | | | | 12/22/2031 | | | | | — | | | | | | — | | | | | | — | | |
Herbert Cross | | | 4/5/2019(5) | | | | | 159,379 | | | | | | 65,620 | | | | | $ | 12.06 | | | | 4/4/2029 | | | | | — | | | | | | — | | | | | | — | | |
| | | 2/26/2020(2) | | | | | 46,479 | | | | | | 50,521 | | | | | $ | 22.07 | | | | 2/25/2030 | | | | | — | | | | | | — | | | | | | — | | |
| | | 1/27/2021(2) | | | | | 21,770 | | | | | | 73,230 | | | | | $ | 13.97 | | | | 1/26/2031 | | | | | — | | | | | | — | | | | | | — | | |
| | | 9/9/2021(3) | | | | | — | | | | | | — | | | | | | — | | | | — | | | | | 0 | | | | | | 42,200 | | | | | $ | 127,866 | | |
| | | 12/23/2021(2) | | | | | 0 | | | | | | 95,000 | | | | | $ | 3.18 | | | | 12/22/2031 | | | | | — | | | | | | — | | | | | | — | | |
Mr. Orwin's his base salary, (ii) eighteen months (1.5x) of his target annual cash bonus, (iii) a payment equal to eighteen months of COBRA premiums for Mr. Orwin and(including eligible dependents, forif applicable), each to be paid in a period of up to 18 monthslump sum within 60 days following his termination of employment, or,provided the Separation Agreement (as such term is defined in the Orwin Employment Agreement) has become effective, and (iv) accelerated vesting (a) of all time-based vesting Equity Awards (as such term is defined in
employment.
percentage owned of our capital stock drops below 3.4% (on a fully-diluted, as converted to Class A common stock basis) upon the earliest to occur of (A) the date of the first issuance of our capital stock to the public pursuant to a firmly underwritten public offering pursuant to an effective registration statement, (B) a change of control of our company, or (C) three years after June 26, 2018, such that after such grant Dr. Serafini's percentage owned of our capital stock will equal 3.4%. Dr. Serafini$430,301.04. Mr. Cross has also executed the Company'sour standard form of employee confidential information and inventions assignment agreement, whereby he agrees to maintain confidentiality regarding any confidential information regarding the companyCompany and assigns to the Company all intellectual property pertaining to our company.
Company (as such term is defined in the Cross Employment Agreement and summarized below). Pursuant to the Cross Employment Agreement, if Mr. Cross (i) is terminated without Cause (as such term is defined in the Cross Employment Agreement and summarized below) and other than as a result of death or disability or (ii) resigns for Good Reason (as such term is defined in the Cross Employment Agreement and summarized below), in either case prior to the 30 day period prior to the closing of a Change of Control or more than twelve months following the closing of a Change in Control, then, provided that Mr. Cross signs, and does not subsequently revoke, a separation agreement and release of claims in favor of the
Serafini’s last day of employment.
serve; provided, however, that any of the foregoing conditions will not constitute Cause if cured
to a place that increases Dr. Serafini'sSerafini’s one-way commute by more than 50 miles as compared to Dr. Serafini'sSerafini’s then-current principal place of employment immediately prior to such relocation.
Norman Michael Greenberg, Ph.D.
In March 2016, we entered into an executive employment agreement with Norman Michael Greenberg (the "Greenberg Employment Agreement"), which provides for his at-will employment as our Senior Vice President and Chief Scientific Officer. The Greenberg Employment Agreement provides for an annual base salary of $350,000 and an annual discretionary bonus of up to 40% (which percentage reflect the Peer Benchmarking Adoption) of his base salary, the amount of which will be decided in the sole discretion of our Board of Directors based upon our and Dr. Greenberg's achievement of objectives and milestones determined on an annual basis by our Board of Directors. Pursuant to the Greenberg Employment Agreement, Dr. Greenberg was granted an initial option to purchase 122,201 shares of our Class A common stock. This initial option grant vests over a four-year period during which 25% of the options vested on the one-year anniversary of Dr. Greenberg's date of employment and the remaining options vest in 36 equal monthly installments thereafter, in each case, subject to Dr. Greenberg's continued service with the Company. Pursuant to the Greenberg Employment Agreement, Dr. Greenberg also received a sign-on advance bonus of $50,000, which was considered earned in March 2017 following the completion of his one-year anniversary of continuous service with the Company. Additionally, pursuant to the Greenberg Employment Agreement, Dr. Greenberg was entitled to (A) the reimbursement of reasonable expenditures incurred by Dr. Greenberg during the first 12 months of his employment with us for temporary housing (up to $4,000 per month) and for up to two trips per month of travel between the San Francisco Bay Area and his then-primary residence (up to $1,300 per month), (B) the reimbursement of up to $50,000 for relocation expenses incurred not later than August 31, 2017 and (C) tax gross-up assistance with respect to any portion of the above-described relocation benefit amounts that were taxable to Dr. Greenberg without a full corresponding deduction. Dr. Greenberg has also executed the Company's standard form of employee confidential information and inventions assignment agreement, whereby he agrees to maintain confidentiality regarding any confidential information regarding the company and assigns to the Company all intellectual property pertaining to the Company.
The Greenberg Employment Agreement provides for payments to be made to Dr. Greenberg upon certain qualifying terminations of his employment, including in connection with a Change of Control of the Company (as such term is defined in the Greenberg Employment Agreement and summarized below). Pursuant to the Greenberg Employment Agreement, if Dr. Greenberg (i) is terminated without Cause (as such term is defined in the Greenberg Employment Agreement and summarized below) and other than as a result of death or disability or (ii) resigns for Good Reason (as such term is defined in the Greenberg Employment Agreement and summarized below), in either case prior to the 30-day period prior to the closing of a Change of Control or more than 12 months following the closing of a Change in Control, then, provided that Dr. Greenberg signs, and does not subsequently revoke, a separation agreement and release of claims in favor of our company, Dr. Greenberg will receive the following (which amounts reflect the Peer Benchmarking Adoption): (i) a severance payment equal to 12 months of his base salary plus his target annual cash bonus to be paid in a lump sum on the 60th day following his termination of employment, (ii) subject to Dr. Greenberg's timely election of continued coverage under COBRA, payment by us of Dr. Greenberg's COBRA premiums for Dr. Greenberg and eligible dependents for a period of up to 12 months following her termination of employment, or, if our Company determines that it cannot pay these COBRA premiums without a substantial risk of violating applicable law, we may pay to Dr. Greenberg a taxable monthly payment in an amount equal to the monthly COBRA premium that Dr. Greenberg would be required to pay to continue his group health coverage in effect on the date of Dr. Greenberg's termination of employment for a period of up to 6 months following her termination of
employment, and (iii) only if such termination or resignation occurs within the 30-day period prior to or within the 12-month period following a Change of Control, the acceleration of vesting of all unvested equity awards held by Dr. Greenberg.
If Dr. Greenberg is terminated due to his death or disability, then as of the termination date, (i) Dr. Greenberg's then-unvested equity awards shall cease to vest, (ii) all unearned compensation payments to Dr. Greenberg will terminate immediately and (iii) Dr. Greenberg will not be entitled to any severance benefits, including any cash severance, payment by us of his COBRA premiums or special cash payments.
For the purposes of the Greenberg Employment Agreement, "Cause" means Dr. Greenberg's (a) commission of any felony or crime involving dishonesty; (b) participation in any fraud against our company; (c) material breach of his duties to our company; (d) persistent unsatisfactory performance of job duties after written notice from our board of directors and a reasonable opportunity to cure (if curable), (e) intentional damage to any property of our company; (e) misconduct or other violation of our policy that causes harm to our company; (f) misconduct or other violation of Company policy that causes harm, (g) breach of any written agreement with our company; and (g) conduct which in the good faith and reasonable determination of our board of directors demonstrates gross unfitness to serve.
For the purposes of the Greenberg Employment Agreement, "Good Reason" means (a) a material reduction in Dr. Greenberg's base salary, which the parties agree is a reduction of at least 10% of Dr. Greenberg's base salary (unless pursuant to a salary reduction program applicable generally to our company's similarly situated employees); (b) a material reduction in Dr. Greenberg's duties (including responsibilities or authorities); provided, however, that a change in job position (including a change in title) shall not be deemed a "material reduction" in and of itself unless in Dr. Greenberg's new duties are materially reduced from his prior duties; or (c) a relocation of Dr. Greenberg's principal place of employment to a place that increases Dr. Greenberg's one-way commute by more than 50 miles as compared to Dr. Greenberg's then-current principal place of employment immediately prior to such relocation.
The Greenberg Employment Agreement defines "Change of Control" in a manner similar to the Orwin Employment Agreement (as described above).
In the event that the severance and other benefits payable to Mr.Messrs. Orwin or Cross or Dr. Serafini or Dr. Greenberg constitute "parachute payments"“parachute payments” under Section 280G of the U.S. tax code and would be subject to the applicable excise tax under Section 4999 of the Code, such severance and other benefits will be either (A) delivered in full or (B) delivered to such lesser extent which would result in no portion of such severance and other benefits being subject to the excise tax, whichever results in the receipt on an after-tax basis of the greatest amount of benefits.
Compensation Plan Information
Plan Category(1) | | | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | | | Weighted-average exercise price of outstanding options, warrants and rights (b) | | | Number of securities remaining available for issuance under equity compensation plans (excluding securities reflected in column (a))(c) | | |||||||||
Equity compensation plans approved by security holders | | | | | 8,030,406(2) | | | | | $ | 11.25(3) | | | | | | 1,024,920(4)(5)(6) | | |
Plan Category(1) | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | Weighted-average exercise price of outstanding options, warrants and rights (b) | Number of securities remaining available for issuance under equity compensation plans (excluding securities reflected in column (a))(c) | |||||||
---|---|---|---|---|---|---|---|---|---|---|
Equity compensation plans approved by security holders | 3,792,141 | (2) | $ | 9.64 | 2,646,337 | (3)(4)(5) |
We maintain
Rule 10b5-1 Sales Plans
From time to time, our executive officers and directors may be parties to individual Rule 10b5-1 trading plans. Under a Rule 10b5-1 plan, a broker sells the officer's or director's shares of our Class A common stock from time to time in accordance with the parameters established by the officer or director when entering into the plan without any further action, direction, or involvement by the officer or director. Our executive officers and directors may only enter into a Rule 10b5-1 plan during an open trading window and when they are not in possession ofindirect material nonpublic information.
TRANSACTIONS WITH RELATED PERSONS AND INDEMNIFICATION
In 2019, the Company adopted a written
Preferred Stock Financings
In September 2018, we issued an aggregate of 5,007,134 shares of our Series C1 preferred stock at a purchase price of $13.98 per share for an aggregate purchase price of $70.0 million. In September 2018, we issued an aggregate of 3,934,191 shares of our Series C2 preferred stock at a purchase price of $13.98 per share for an aggregate purchase price of $55.0 million. In August 2017, we issued an aggregate of 3,001,421 shares of our Series B preferred stock at a purchase price of $11.661 per share for an aggregate purchase price of $35.0 million. The following table summarizes purchases of preferred stock by our directors and by holders of more than five percent of our capital stock and their affiliated entities. One of our executive officers purchased shares of preferred stock.
Name | Series B Preferred Stock(1) | Series C1 Preferred Stock(1) | Series C2 Preferred Stock(1) | Aggregate Purchase Price | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Entities affiliated with Baker Brothers Life Sciences L.P.(2) | 1,010,239 | — | 3,934,191 | $ | 66,780,400 | ||||||||
Boxer Capital, LLC(3) | — | 1,072,960 | — | 14,999,999 | |||||||||
Hadley Harbor Master Investors (Cayman) II L.P.(4) | 1,039,783 | 894,472 | — | 24,629,633 | |||||||||
Brian Atwood(5) | 4,287 | — | — | 49,998 | |||||||||
Franklin Berger | 26,115 | 13,164 | — | 488,570 | |||||||||
Tito A. Serafini(6) | 6,431 | — | — | 74,999 | |||||||||
William H. Robinson | 4,287 | — | — | 49,998 |
Baker Brothers Nominating Agreement
Investors'Investors’ Rights Agreement
December 31, 2017, 20182020 and 2019,2021, we incurred and recorded approximately $487,000, approximately $1.1 million and 1.4$1.3 million, respectively, of legal expenses for services performed by Kilpatrick Townsend.
We maintain insurance policies that indemnify our directors and officers against various liabilities arising under the Securities Act and the Securities Exchange Act of 1934, as amended, that might be incurred by any director or officer in his capacity as such.
Proxy Materials
I2019 nformation
Matters
39 | ||
April 29, 2020
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Form 10-K are available at www.proxyvote.com ATRECA INC. Annual Meeting of Stockholders June 10, 2020 9:00 AM Pacific Time This proxy is solicited by the Board of Directors The stockholder(s) hereby appoint(s) John A. Orwin and Herbert Cross, or either of them, as proxies, each with the power to appoint his substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Common Stock of ATRECA, INC. that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held at 9:00 a.m. Pacific time on June 10, 2020 virtually via live webcast at www.virtualshareholdermeeting.com/BCEL2020, and any adjournment or postponement thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations. Continued and to be signed on reverse side 0000466360_2 R1.0.1.18