| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 4
)*
|
BioAtla, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 (Title of Class of Securities) |
09077B104 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
| Rule
13d-1(c) |
 Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 09077B104 |
| 1 | Names of Reporting Persons Jay M. Short | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 3,865,646.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 6.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
The number of shares beneficially owned with sole voting and sole dispositive power includes 812,988 shares issuable upon the vesting of restricted stock units and options exercisable within 60 days of December 31, 2024.
The number of shares beneficially owned with shared voting and shared dispositive power includes 1,354,598 shares that are owned or controlled by Dr. Short's spouse, to which Dr. Short disclaims beneficial ownership, except to the extent of his pecuniary interest therein, if any.
SCHEDULE 13G |
| CUSIP No. | 09077B104 |
| 1 | Names of Reporting Persons Himalaya Parent LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 50.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: BioAtla, Inc. | |
| (b) | Address of issuer's principal executive
offices: 11085 Torreyana Road, San Diego, California 92121 | |
| Item 2. | ||
| (a) | Name of person filing: (1) Jay M. Short
(2) Himalaya Parent LLC | |
| (b) | Address or principal business office or, if
none, residence: (1) Jay M. Short
c/o BioAtla, Inc.
11085 Torreyana Road
San Diego, California 92121
(2) Himalaya Parent LLC
c/o BioAtla, Inc.
11085 Torreyana Road
San Diego, California 92121 | |
| (c) | Citizenship: (1) Jay M. Short: United States of America; (2) Himalaya Parent LLC: Delaware | |
| (d) | Title of class of securities: Common Stock, par value $0.0001 | |
| (e) | CUSIP No.: 09077B104 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: (1) Jay M. Short: 3,865,646
(2) Himalaya Parent LLC: 50
(1) As of the date hereof, Dr. Short beneficially owns 3,865,646 shares of common stock of the Issuer. This amount includes:
(i) 2,252,271 shares held by Dr. Short, which includes (x) 104,250 shares of common stock that are issuable upon vesting of restricted stock units within 60 days of December 31, 2024 and (y) 708,738 shares of common stock that are issuable upon exercise of outstanding options within sixty days of December 31, 2024; (ii) 258,727 shares held by Jay Short 2020 Irrevocable Gift Trust, which Dr. Short is the trustee of and holds sole voting and dispositive power with respect to the shares; (iii) 793,547 shares held by Carolyn Anderson Short, Dr. Short's spouse, as to which Dr. Short disclaims beneficial ownership, except to the extent of his pecuniary interest therein, if any; (iv) 258,727 shares held by Carolyn Short 2020 Irrevocable Gift Trust, as to which Dr. Short disclaims beneficial ownership, except to the extent of his pecuniary interest therein, if any; (v) 302,324 shares held by Capia IP, LLC, which Carolyn Anderson Short is the managing member of and as to which Dr. Short disclaims beneficial ownership, except to the extent of his pecuniary interest therein, if any; and (vi) 50 shares held by Himalaya Parent LLC, which Dr. Short and Carolyn Anderson Short are the managers of and as to which Dr. Short and Carolyn Anderson Short disclaim beneficial ownership of except to the extent of his or her pecuniary interest therein.
Dr. Short is the Co-founder, Chairman and Chief Executive Officer of the Issuer and Ms. Anderson Short is Dr. Short's spouse. | |
| (b) | Percent of class: (1) Jay M. Short: 6.6%
(2) Himalaya Parent LLC: 0.0%
The above percentages are calculated in accordance with Rule 13d-3 based on 58,099,164 issued and outstanding shares of common stock of the Issuer as of December 31, 2024. % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: (1)Jay M. Short: 2,510,998
(2)Himalaya Parent LLC: 0 | ||
| (ii) Shared power to vote or to direct the
vote: (1)Jay M. Short: 1,354,648
(2)Himalaya Parent LLC: 50 | ||
| (iii) Sole power to dispose or to direct the
disposition of: (1)Jay M. Short: 2,510,998
(2)Himalaya Parent LLC: 0 | ||
| (iv) Shared power to dispose or to direct the
disposition of: (1)Jay M. Short: 1,354,648
(2)Himalaya Parent LLC: 50 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct. |
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