BioAtla (BCAB) Form 4 BioAtla / SYLVIA MCBRINN ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MCBRINN SYLVIA

(Last) (First) (Middle)

C/O BIOATLA, INC. 11085 TORREYANA ROAD

(Street)

SAN DIEGO CA 92121

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BioAtla, Inc. [ BCAB ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/16/2022

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

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

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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
Stock Option (right to buy)	$2.48	06/16/2022		A		20,000		(1)	06/16/2032	Common Stock	20,000	$0.00	20,000	D
Stock Option (right to buy)(2)	$39.64	06/16/2022		A		5,695		(3)	06/15/2031	Common Stock	5,695	$0.00	24,615	D

Explanation of Responses:

1. 100% of the total number of shares subject to the option shall vest and become exercisable on the earlier of (a) June 16, 2023 or (b) the next annual meeting of stockholders, subject to the reporting person continuing to provide services through the vesting date.

2. On June 17, 2021, the reporting person filed a Form 4 in respect of an option covering 24,615 shares. Such option was granted on June 15, 2021 pursuant to the Company's non-employee director compensation policy. The Company subsequently determined that 5,695 of the shares comprising such award were null and void upon grant as a result of the $750,000 annual limit for non-employee director compensation under its 2020 Equity Incentive Plan. As a result on June 16, 2022, the Board of the Company granted a make-whole option covering 5,695 shares to the reporting person. Such make-whole option has the same vesting, expiration and other terms as the option granted on June 15, 2021.

3. 1/3 of the total number of shares subject to the make-whole option were fully vested and exercisable on the date of the grant and 1/36th of the total number of shares subject to the make-whole option shall vest monthly commencing on July 15, 2022, subject to the reporting person continuing to provide services to the Company throughout the vesting date.

Remarks:

	/s/ Christian Vasquez, as Attorney-in-Fact for Sylvia McBrinn	06/17/2022
	** 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 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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