Atara Biotherapeutics (ATRA) S-8 Registration of securities for employees

As filed with the Securities and Exchange Commission on February 27, 2020.

RegistrationNo. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMS-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ATARA BIOTHERAPEUTICS, INC.

(Exact name of Registrant as specified in its charter)

Delaware	2836	46-0920988
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

611 Gateway Blvd., Suite 900

South San Francisco, CA 94080

(650)278-8930

(Address, including zip code and telephone number, of Registrant’s principal executive offices)

Atara Biotherapeutics, Inc. Amended and Restated 2014 Equity Incentive Plan

Atara Biotherapeutics, Inc. 2014 Employee Stock Purchase Plan

Pascal Touchon

Chief Executive Officer

611 Gateway Blvd., Suite 900

South San Francisco, California 94080

(650)278-8930

(Name, address, including zip code and telephone number, including area code, of agent for service)

Copies to:

Utpal Koppikar Chief Financial Officer 611 Gateway Blvd., Suite 900 South San Francisco, California 94080 (650)278-8930 Carlton Fleming Peter Mandel Cooley LLP 101 California St., #5 San Francisco, California 94111 (415)693-2000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered (1)	Proposed Maximum Offering Price per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock, $0.0001 par value per share
– Atara Biotherapeutics, Inc. Amended and Restated 2014 Equity Incentive Plan	2,840,300 (2)	$11.57 (3)	$32,862,271	$4,266
– Atara Biotherapeutics, Inc. 2014 Employee Stock Purchase Plan	230,769 (4)	$11.57 (3)	$2,669,997	$347
Total	3,071,069		$35,532,268	$4,613

(1) Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended, or the Securities Act, this Registration Statement shall also cover any additional shares of Registrant’s common stock that become issuable under the plans set forth herein by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected that results in an increase to the number of outstanding shares of Registrant’s common stock, as applicable.

(2) Represents shares of common stock that were automatically added to the shares authorized for issuance under the Registrant’s Amended and Restated 2014 Equity Incentive Plan, as amended (the “2014 Plan”), on January 1, 2020 pursuant to an “evergreen” provision contained in the 2014 Plan. Pursuant to such provision, the number of shares reserved for issuance under the 2014 Plan automatically increases on January 1 of each year, starting on January 1, 2015 and continuing through January 1, 2024 by 5% of the total number of shares of the Registrant’s capital stock outstanding on December 31st of the preceding calendar year, or a lesser number of shares determined by the Registrant’s board of directors.

(3) Estimated in accordance with Rules 457(c) and (h) solely for the purpose of calculating the registration fee on the basis of $11.57 per share, the average of the high and low prices of the Registrant’s common stock on February 25, 2020 as reported on the Nasdaq Global Select Market.

(4) Represents shares of common stock that were automatically added to the shares authorized for issuance under the Registrant’s 2014 Employee Stock Purchase Plan (the “2014 ESPP”) on January 1, 2020 pursuant to an “evergreen” provision contained in the 2014 ESPP. Pursuant to such provision, the number of shares reserved for issuance under the 2014 ESPP automatically increases on January 1st of each year, starting on January 1, 2015 and continuing through January 1, 2024 by the lesser of: (i) 1% of the total number of shares of the Registrant’s capital stock outstanding on December 31st of the preceding calendar year, (ii) 230,769 shares, or (iii) such lesser number of shares determined by the Registrant’s board of directors.

EXPLANATORY NOTE

Atara Biotherapeutics, Inc. (the “Registrant”) is filing this Registration Statement on FormS-8 for the purpose of registering (a) an additional 2,840,300 shares of Common Stock issuable to eligible persons under the Atara Biotherapeutics, Inc. Amended and Restated 2014 Equity Incentive Plan, which Common Stock is in addition to the shares of Common Stock registered on the Registrant’s FormS-8 filed on October 21, 2014 (FileNo. 333-199508), FormS-8 filed on May 12, 2015 (FileNo. 333-204076), FormS-8 filed on March 4, 2016 (FileNo. 333-209961), FormS-8 filed on November 4, 2016 (FileNo. 333-214431), FormS-8 filed on August 7, 2017 (FileNo. 333-219763), FormS-8 filed on February 27, 2018 (File No. 333-223254) and FormS-8 filed on February 26, 2019 (File No. 333-229861) and (b) an additional 230,769 shares of Common Stock issuable to eligible persons under the Atara Biotherapeutics, Inc. 2014 Employee Stock Purchase Plan, which Common Stock is in addition to the shares of Common Stock registered on the Registrant’s FormS-8 October 21, 2014 (FileNo. 333-199508), FormS-8 filed on May 12, 2015 (FileNo. 333-204076), FormS-8 filed on March 4, 2016 (FileNo. 333-209961), FormS-8 filed on August 7, 2017 (FileNo. 333-219763), FormS-8 filed on February 27, 2018 (File No. 333-223254) and FormS-8 filed on February 26, 2019 (File No. 333-229861).

PART II

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by the Registrant with the SEC are incorporated by reference into this Registration Statement:

(a) The contents of the earlier registration statements on FormS-8 relating to the 2014 Plan and 2014 ESPP, previously filed with the SEC onOctober 21, 2014 (FileNo.  333-199508),May 12, 2015 (FileNo.  333-204076),March 4, 2016 (FileNo.  333-209961),November 4, 2016 (FileNo.  333-214431),August 7, 2017 (FileNo.  333-219763),February 27, 2018 (File No.  333-223254) and FormS-8 filed onFebruary 26, 2019 (File No. 333-229861).

(b) The Registrant’s Annual Report onForm10-K for the year ended December 31, 2019, which includes audited financial statements for the Registrant’s latest fiscal year, filed with the SEC on February 27, 2020 (the “2019 Form10-K”).

(c) The description of the Registrant’s common stock included asExhibit 4.4 to the 2019 Form10-K, including any amendment or report filed for the purpose of updating such description.

(d) All other reports and documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act of 1934, as amended, (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form8-K and exhibits furnished on such form that relate to such items) on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

ITEM 8. EXHIBITS

Exhibit Number	Description
4.1 (1)	Amended and Restated Certificate of Incorporation of Atara Biotherapeutics, Inc.
4.2 (2)	Amended and Restated Bylaws of Atara Biotherapeutics, Inc.
4.3 (3)	Form of common stock certificate.
5.1	Opinion of Cooley LLP.
23.1	Consent of Cooley LLP (included in Exhibit 5.1).
23.2	Consent of Deloitte & Touche LLP, independent registered public accounting firm.
24.1	Power of Attorney (included on the signature page of this FormS-8).
99.1 (4)	Atara Biotherapeutics, Inc. Amended and Restated 2014 Equity Incentive Plan (the “2014 Plan”).
99.2 (5)	Forms of Option Agreement and Option Grant Notice under the 2014 Plan.
99.3 (6)	Form of Restricted Stock Unit Agreement and Restricted Stock Unit Grant Notice under the 2014 Plan.
99.4 (7)	Atara Biotherapeutics, Inc. 2014 Employee Stock Purchase Plan.

(1) Filed as Exhibit 3.2 to Registrant’s Registration Statement on FormS-1 (FileNo. 333-196936), filed with the SEC on June 20, 2014, and incorporated herein by reference.

(2) Filed as Exhibit 3.4 to Registrant’s Registration Statement on FormS-1 (FileNo. 333-196936), filed with the SEC on June 20, 2014, and incorporated herein by reference.

(3) Filed as Exhibit 4.1 to Registrant’s Registration Statement on FormS-1 (FileNo. 333-196936), filed with the SEC on July 10, 2014, and incorporated herein by reference.

(4) Filed as Exhibit 10.2 to Registrant’s quarterly report on Form10-Q (Commission FileNo. 001-36548), filed with the SEC on August 8, 2016, and incorporated herein by reference.

(5) Filed as Exhibit 10.2 to Registrant’s Registration Statement on FormS-1 (FileNo. 333-196936), filed with the SEC on June 20, 2014, and incorporated herein by reference.

(6) Filed as Exhibit 10.1 to Registrant’s Quarterly Report on Form10-Q (Commission FileNo. 001-36548), filed with the SEC on January 7, 2019, and incorporated herein by reference.

(7) Filed as Exhibit 10.8 to Registrant’s Registration Statement on FormS-1 (FileNo. 333-196936), filed with the SEC on July 10, 2014, and incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on FormS-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of South San Francisco, State of California, on this 27^th day of February, 2020.

ATARA BIOTHERAPEUTICS, INC.
By:	/s/ Pascal Touchon
	Pascal Touchon
	Chief Executive Officer

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Pascal Touchon and Utpal Koppikar, and each of them, as his or her true and lawfulattorneys-in-fact and agents, each with the full power of substitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), and to sign any registration statement for the same offering covered by this Registration Statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act, and all post-effective amendments thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto saidattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or their, his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Pascal Touchon	President and Chief Executive Officer (principal executive officer)	February 27, 2020
Pascal Touchon
/s/ Utpal Koppikar	Chief Financial Officer (principal financial and accounting officer)	February 27, 2020
Utpal Koppikar
/s/ Roy D. Baynes	Director	February 27, 2020
Roy D. Baynes, M.D., Ph.D.
/s/ Eric Dobmeier	Director	February 27, 2020
Eric Dobmeier
/s/ Matthew K. Fust	Director	February 27, 2020
Matthew K. Fust
/s/ Carol G. Gallagher	Director	February 27, 2020
Carol G. Gallagher, Pharm.D.
/s/ William Heiden	Director	February 27, 2020
William Heiden
/s/ Beth Seidenberg	Director	February 27, 2020
Beth Seidenberg, M.D.