Alta Partners VIII Form 3 aTYR PHARMA / GUY P NOHRA ownership change

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^*

Alta Partners VIII, L.P.

(Last) (First) (Middle)

C/O ALTA PARTNERS

ONE EMBARCADERO CENTER, 37TH FLOOR

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/06/2015

3. Issuer Name and Ticker or Trading Symbol
aTYR PHARMA INC [ LIFE ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

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

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)

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
Series B Redeemable Convertible Preferred Stock	(1)	(1)	Common Stock	3,600,000	(1)	D(3)
Series B-2 Redeemable Convertible Preferred Stock	(1)	(1)	Common Stock	4,320,173	(1)	D(3)
Series C Redeemable Convertible Preferred Stock	(1)	(1)	Common Stock	4,361,703	(1)	D(3)
Series D Redeemable Convertible Preferred Stock	(1)	(1)	Common Stock	1,126,866	(1)	D(3)
Series E Redeemable Convertible Preferred Stock	(2)	(2)	Common Stock	893,655	(2)	D(3)

1. Name and Address of Reporting Person^*

Alta Partners VIII, L.P.

(Last) (First) (Middle)

C/O ALTA PARTNERS

ONE EMBARCADERO CENTER, 37TH FLOOR

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Alta Partners Management VIII, LLC

(Last) (First) (Middle)

C/O ALTA PARTNERS, ONE EMBARCADERO CENTE

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

JANNEY DANIEL

(Last) (First) (Middle)

C/O ALTA PARTNERS

ONE EMBARCADERO CENTER, 37TH FLOOR

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CHAMPSI FARAH

(Last) (First) (Middle)

C/O ALTA PARTNERS

ONE EMBARCADERO CENTER, 37TH FLOOR

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

NOHRA GUY P

(Last) (First) (Middle)

C/O ALTA PARTNERS

ONE EMBARCADERO CENTER, 37TH FLOOR

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

Explanation of Responses:

1. The aggregate number of shares of the Issuer's Preferred Stock held by the Reporting Person converts into Common Stock immediately prior to the closing of the Issuer's initial public offering and has no expiration date. These shares convert into Common Stock on a 1-for-7.95413 basis.

2. The aggregate number of shares of the Issuer's Preferred Stock held by the Reporting Person converts into Common Stock immediately prior to the closing of the Issuer's initial public offering and has no expiration date. These shares convert into Common Stock on a 1-for-9.6814 basis.

3. The shares of Preferred Stock are held of record by Alta Partners VIII, L.P. ("APVIII"). Alta Partners Management VIII, LLC ("APMVIII") is the general partner of APVIII. Guy Nohra, Daniel Janney and Farah Champsi are managing directors of APMVIII and exercise shared voting and investment power with respect to the shares owned by APVIII. Each of the reporting persons disclaims beneficial ownership of such securities, except to the extent of his, her or its proportionate pecuniary interest therein.

Remarks:

	/s/ Larry Randall	05/06/2015
	** 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).
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