Filing Details

Accession Number:
0001104659-25-052422
Form Type:
13D Filing
Publication Date:
2025-05-22 20:00:00
Filed By:
Redmile Group
Company:
Atara Biotherapeutics Inc. (NASDAQ:ATRA)
Filing Date:
2025-05-23
SEC Url:
13D Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Redmile Group, LLC 0 705,207 0 705,207 705,207 9.9%
Jeremy C. Green 0 705,207 0 705,207 705,207 9.9%
RedCo I, L.P. 0 347,442 0 347,442 347,442 5.0%
Redmile Biopharma Investments II, L.P. 0 406,137 0 406,137 406,137 5.8%
Filing





If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. Checkbox checked

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).






SCHEDULE 13D



Comment for Type of Reporting Person:
Redmile Group, LLC's beneficial ownership of the Issuer's common stock ("Common Stock") is comprised of 441,701 shares of Common Stock owned by certain private investment vehicles managed by Redmile Group, LLC (the "Redmile Funds"), including RedCo I, L.P. ("RedCo I") and Redmile Biopharma Investments II, L.P. ("RBI II"). Subject to the Beneficial Ownership Blocker (as defined below), Redmile Group, LLC may also be deemed to beneficially own 3,412,843 shares of Common Stock issuable upon exercise of certain pre-funded warrants to purchase Common Stock (the "Warrants"), including the Warrants purchased by certain Redmile Funds in the underwritten registered offering that closed on May 16, 2025 (the "Registered Offering"). Pursuant to the terms of the Warrants, the Issuer may not effect any exercise of the Warrants, and a holder of a Warrants does not have the right to exercise the Warrants held by such holder, to the extent that after giving effect to such issuance after exercise, the holder (together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates), would beneficially own in excess of 9.99% (the "Beneficial Ownership Limitation") of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issued upon exercise of the Warrant (the "Beneficial Ownership Blocker"). The Beneficial Ownership Limitation may be changed at a holder's election upon 61 days' notice to the Issuer. The 705,207 shares of Common Stock reported as beneficially owned by Redmile Group, LLC in this Schedule 13D represent 9.99% of the outstanding shares of Common Stock (calculated in accordance with the footnote below). The reported securities may be deemed beneficially owned by Redmile Group, LLC as investment manager of the Redmile Funds. The reported securities may also be deemed beneficially owned by Jeremy C. Green as the principal of Redmile Group, LLC. Redmile Group, LLC and Mr. Green each disclaim beneficial ownership of these shares, except to the extent of its or his pecuniary interest in such shares, if any. Percentage based on the sum of: (i) 5,961,391 shares of Common Stock outstanding as of May 7, 2025, as reported by the Issuer in its Form 10-Q for the quarterly period ended March 31, 2025 filed with the Securities and Exchange Commission (the "SEC") on May 15, 2025 (the "Form 10-Q"); plus (ii) 834,237 shares of Common Stock issued in the Registered Offering as reported by the Issuer in its Form 8-K dated May 14, 2025 filed with the SEC on May 16, 2025 (the "Form 8-K"), plus (iii) 263,506 shares of Common Stock issuable upon exercise of the Warrants directly held by the Redmile Funds, which due to the Beneficial Ownership Limitation is the maximum number of shares that could be issued upon exercise of those Warrants.


SCHEDULE 13D



Comment for Type of Reporting Person:
Jeremy C. Green's beneficial ownership of Common Stock is comprised of 441,701 shares of Common Stock owned by the Redmile Funds, including RedCo I and RBI II. Subject to the Beneficial Ownership Blocker, Mr. Green may also be deemed to beneficially own 3,412,843 shares of Common Stock issuable upon exercise of the Warrants, including the Warrants purchased by certain Redmile Funds in the Registered Offering. Pursuant to the terms of the Warrants, the Issuer may not effect any exercise of the Warrant, and a holder of a Warrant does not have the right to exercise the Warrant held by such holder, to the extent that the Beneficial Ownership Blocker applies. The 705,207 shares of Common Stock reported as beneficially owned by Mr. Green in this Schedule 13D represent 9.99% of the outstanding shares of Common Stock (calculated in accordance with the footnote below). The reported securities may be deemed beneficially owned by Redmile Group, LLC as investment manager of the Redmile Funds. The reported securities may also be deemed beneficially owned by Jeremy C. Green as the principal of Redmile Group, LLC. Redmile Group, LLC and Mr. Green each disclaim beneficial ownership of these shares, except to the extent of its or his pecuniary interest in such shares, if any. Percentage based on the sum of: (i) 5,961,391 shares of Common Stock outstanding as of of May 7, 2025, as reported by the Issuer in its Form 10-Q; plus (ii) 834,237 shares of Common Stock issued in the Registered Offering as reported by the Issuer in its Form 8-K, plus (iii) 263,506 shares of Common Stock issuable upon exercise of the Warrants directly held by the Redmile Funds, which due to the Beneficial Ownership Limitation is the maximum number of shares that could be issued upon exercise of those Warrants.


SCHEDULE 13D



Comment for Type of Reporting Person:
The shares of Common Stock reported as beneficially owned by RedCo I in this Schedule 13D represent the 191,226 shares of Common Stock held directly by RedCo I and the 156,216 shares of Common Stock that could be issued to RedCo I upon exercise of the Warrants directly held by RedCo I. Percentage based on the sum of: (i) 5,961,391 shares of Common Stock outstanding as of of May 7, 2025, as reported by the Issuer in its Form 10-Q; plus (ii) 834,237 shares of Common Stock issued in the Registered Offering as reported by the Issuer in its Form 8-K, plus (iii) 156,216 shares of Common Stock issuable upon exercise of the Warrants directly held by RedCo I.


SCHEDULE 13D



Comment for Type of Reporting Person:
RBI II's beneficial ownership of Common Stock is comprised of 142,631 shares of Common Stock directly held by RBI II. Subject to the Beneficial Ownership Blocker, RBI II may also be deemed to beneficially own 2,054,155 shares of Common Stock issuable upon exercise of the Warrants directly held by RBI II, including the Warrants purchased by RBI II in the Registered Offering. Pursuant to the terms of the Warrants, the Issuer may not effect any exercise of any Warrant, and a holder of a Warrant does not have the right to exercise any portion of the Warrant held by such holder, if the Beneficial Ownership Blocker applies. The shares of Common Stock reported as beneficially owned by RBI II in this Schedule 13D represent the shares of Common Stock held directly by RBI II and the 263,506 shares of Common Stock that could be issued to RBI II upon exercise of certain of the Warrants directly held by RBI II under the Beneficial Ownership Blocker. Percentage based on the sum of: (i) 5,961,391 shares of Common Stock outstanding as of May 7, 2025, as reported by the Issuer in its Form 10-Q; plus (ii) 834,237 shares of Common Stock issued in the Registered Offering as reported by the Issuer in its Form 8-K, plus (iii) 263,506 shares of Common Stock issuable upon exercise of the Warrants directly held by RBI II, which due to the Beneficial Ownership Limitation is the maximum number of shares that could be issued upon exercise of those Warrants.


SCHEDULE 13D

 
Redmile Group, LLC
 
Signature:/s/ Jeremy C. Green
Name/Title:Managing Member
Date:05/23/2025
 
Jeremy C. Green
 
Signature:/s/ Jeremy C. Green
Name/Title:Jeremy C. Green
Date:05/23/2025
 
RedCo I, L.P.
 
Signature:/s/ Jeremy C. Green
Name/Title:Managing Member of RedCo I (GP), LLC, general partner of RedCo I, L.P
Date:05/23/2025
 
Redmile Biopharma Investments II, L.P.
 
Signature:/s/ Jeremy C. Green
Name/Title:Managing Member of Redmile Biopharma Investments II (GP), LLC, general partner of Redmile Biopharma Investments II, L.P.
Date:05/23/2025