SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1

(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2

(Amendment No.     )*

 

 

Atara Biotherapeutics, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

046513 10 7

(CUSIP Number)

December 31, 2014

(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)

x Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

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).

 

 

 

CUSIP NO. 046513 10 7 13 G Page 2 of 9 Pages

 

  1 

NAMES OF REPORTING PERSONS

 

DAG Ventures V-QP, L.P.

  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ¨        (b)  x (1)

 

  3

SEC USE ONLY

 

  4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware, United States of America

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

   5  

SOLE VOTING POWER

 

  6

SHARED VOTING POWER

 

1,907,432 shares of Common Stock (2)

  7

SOLE DISPOSITIVE POWER

 

  8

SHARED DISPOSITIVE POWER

 

1,907,432 shares of Common Stock (2)

  9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,907,432 shares of Common Stock (2)

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

 

9.4% (3)

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

PN

 

(1) This statement on Schedule 13G is filed by DAG Ventures V-QP, L.P. (“DAG V-QP”), DAG Ventures V, L.P. (“DAG V”), DAG Ventures Management V, LLC (“DAG V LLC”), Messrs. R. Thomas Goodrich and John J. Cadeddu (collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) The shares consist of (i) 1,902,798 shares of Common Stock held by DAG V-QP and (ii) 4,634 shares of Common Stock held by DAG V. DAG V LLC serves as the general partner of DAG V-QP and DAG V. As such, DAG V LLC possesses power to direct the voting and disposition of the shares owned by DAG V-QP and DAG V and may be deemed to have indirect beneficial ownership of the shares held by DAG V-QP and DAG V. DAG V LLC owns no securities of the Issuer directly. Messrs. R. Thomas Goodrich and John J. Cadeddu are Managing Directors of DAG V LLC. As such, Messrs. R. Thomas Goodrich and John J. Cadeddu possess power to direct the voting and disposition of the shares owned by DAG V-QP and DAG V and may be deemed to have indirect beneficial ownership of the shares held by DAG V-QP and DAG V. Messrs. R. Thomas Goodrich and John J. Cadeddu own no securities of the Issuer directly.
(3) This percentage is calculated based upon 20,212,889 shares of the Common Stock outstanding as of November 7, 2014 as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2014, filed with the Securities and Exchange Commission on November 12, 2014.

CUSIP NO. 046513 10 7 13 G Page 3 of 9 Pages

 

  1 

NAMES OF REPORTING PERSONS

 

DAG Ventures V, L.P.

  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ¨        (b)  x (1)

 

  3

SEC USE ONLY

 

  4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware, United States of America

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

   5  

SOLE VOTING POWER

 

  6

SHARED VOTING POWER

 

1,907,432 shares of Common Stock (2)

  7

SOLE DISPOSITIVE POWER

 

  8

SHARED DISPOSITIVE POWER

 

1,907,432 shares of Common Stock (2)

  9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,907,432 shares of Common Stock (2)

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

 

9.4% (3)

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

PN

 

(1) This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) The shares consist of (i) 1,902,798 shares of Common Stock held by DAG V-QP and (ii) 4,634 shares of Common Stock held by DAG V. DAG V LLC serves as the general partner of DAG V-QP and DAG V. As such, DAG V LLC possesses power to direct the voting and disposition of the shares owned by DAG V-QP and DAG V and may be deemed to have indirect beneficial ownership of the shares held by DAG V-QP and DAG V. DAG V LLC owns no securities of the Issuer directly. Messrs. R. Thomas Goodrich and John J. Cadeddu are Managing Directors of DAG V LLC. As such, Messrs. R. Thomas Goodrich and John J. Cadeddu possess power to direct the voting and disposition of the shares owned by DAG V-QP and DAG V and may be deemed to have indirect beneficial ownership of the shares held by DAG V-QP and DAG V. Messrs. R. Thomas Goodrich and John J. Cadeddu own no securities of the Issuer directly.
(3) This percentage is calculated based upon 20,212,889 shares of the Common Stock outstanding as of November 7, 2014 as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2014, filed with the Securities and Exchange Commission on November 12, 2014.

CUSIP NO. 046513 10 7 13 G Page 4 of 9 Pages

 

  1 

NAMES OF REPORTING PERSONS

 

DAG Ventures Management V, LLC

  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ¨        (b)  x (1)

 

  3

SEC USE ONLY

 

  4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware, United States of America

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

   5  

SOLE VOTING POWER

 

  6

SHARED VOTING POWER

 

1,907,432 shares of Common Stock (2)

  7

SOLE DISPOSITIVE POWER

 

  8

SHARED DISPOSITIVE POWER

 

1,907,432 shares of Common Stock (2)

  9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,907,432 shares of Common Stock (2)

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

 

9.4% (3)

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

OO

 

(1) This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) The shares consist of (i) 1,902,798 shares of Common Stock held by DAG V-QP and (ii) 4,634 shares of Common Stock held by DAG V. DAG V LLC serves as the general partner of DAG V-QP and DAG V. As such, DAG V LLC possesses power to direct the voting and disposition of the shares owned by DAG V-QP and DAG V and may be deemed to have indirect beneficial ownership of the shares held by DAG V-QP and DAG V. DAG V LLC owns no securities of the Issuer directly. Messrs. R. Thomas Goodrich and John J. Cadeddu are Managing Directors of DAG V LLC. As such, Messrs. R. Thomas Goodrich and John J. Cadeddu possess power to direct the voting and disposition of the shares owned by DAG V-QP and DAG V and may be deemed to have indirect beneficial ownership of the shares held by DAG V-QP and DAG V. Messrs. R. Thomas Goodrich and John J. Cadeddu own no securities of the Issuer directly.
(3) This percentage is calculated based upon 20,212,889 shares of the Common Stock outstanding as of November 7, 2014 as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2014, filed with the Securities and Exchange Commission on November 12, 2014.

CUSIP NO. 046513 10 7 13 G Page 5 of 9 Pages

 

  1 

NAMES OF REPORTING PERSONS

 

R. Thomas Goodrich

  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ¨        (b)  x (1)

 

  3

SEC USE ONLY

 

  4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

   5  

SOLE VOTING POWER

 

  6

SHARED VOTING POWER

 

1,907,432 shares of Common Stock (2)

  7

SOLE DISPOSITIVE POWER

 

  8

SHARED DISPOSITIVE POWER

 

1,907,432 shares of Common Stock (2)

  9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,907,432 shares of Common Stock (2)

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

 

9.4% (3)

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN

 

(1) This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) The shares consist of (i) 1,902,798 shares of Common Stock held by DAG V-QP and (ii) 4,634 shares of Common Stock held by DAG V. DAG V LLC serves as the general partner of DAG V-QP and DAG V. As such, DAG V LLC possesses power to direct the voting and disposition of the shares owned by DAG V-QP and DAG V and may be deemed to have indirect beneficial ownership of the shares held by DAG V-QP and DAG V. DAG V LLC owns no securities of the Issuer directly. Messrs. R. Thomas Goodrich and John J. Cadeddu are Managing Directors of DAG V LLC. As such, Messrs. R. Thomas Goodrich and John J. Cadeddu possess power to direct the voting and disposition of the shares owned by DAG V-QP and DAG V and may be deemed to have indirect beneficial ownership of the shares held by DAG V-QP and DAG V. Messrs. R. Thomas Goodrich and John J. Cadeddu own no securities of the Issuer directly.
(3) This percentage is calculated based upon 20,212,889 shares of the Common Stock outstanding as of November 7, 2014 as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2014, filed with the Securities and Exchange Commission on November 12, 2014.

CUSIP NO. 046513 10 7 13 G Page 6 of 9 Pages

 

  1 

NAMES OF REPORTING PERSONS

 

John J. Cadeddu

  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ¨        (b)  x (1)

 

  3

SEC USE ONLY

 

  4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

   5  

SOLE VOTING POWER

 

  6

SHARED VOTING POWER

 

1,907,432 shares of Common Stock (2)

  7

SOLE DISPOSITIVE POWER

 

  8

SHARED DISPOSITIVE POWER

 

1,907,432 shares of Common Stock (2)

  9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,907,432 shares of Common Stock (2)

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

 

9.4% (3)

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN

 

(1) This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) The shares consist of (i) 1,902,798 shares of Common Stock held by DAG V-QP and (ii) 4,634 shares of Common Stock held by DAG V. DAG V LLC serves as the general partner of DAG V-QP and DAG V. As such, DAG V LLC possesses power to direct the voting and disposition of the shares owned by DAG V-QP and DAG V and may be deemed to have indirect beneficial ownership of the shares held by DAG V-QP and DAG V. DAG V LLC owns no securities of the Issuer directly. Messrs. R. Thomas Goodrich and John J. Cadeddu are Managing Directors of DAG V LLC. As such, Messrs. R. Thomas Goodrich and John J. Cadeddu possess power to direct the voting and disposition of the shares owned by DAG V-QP and DAG V and may be deemed to have indirect beneficial ownership of the shares held by DAG V-QP and DAG V. Messrs. R. Thomas Goodrich and John J. Cadeddu own no securities of the Issuer directly.
(3) This percentage is calculated based upon 20,212,889 shares of the Common Stock outstanding as of November 7, 2014 as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2014, filed with the Securities and Exchange Commission on November 12, 2014.

CUSIP NO. 046513 10 7   13 G   Page 7 of 9 Pages

 

Introductory Note: This statement on Schedule 13G is filed on behalf of the Reporting Persons, in respect of shares of Common Stock, par value $0.0001 per share (“Common Stock”), of Atara Biotherapeutics, Inc. (the “Issuer”).

 

Item 1(a) Name of Issuer:

 

Item 1(b) Address of issuer’s principal executive offices:

Atara Biotherapeutics, Inc.

3260 Bayshore Boulevard, Brisbane, California 94005

 

Items 2(a) Name of Reporting Persons filing:

DAG Ventures V-QP, L.P. (“DAG V-QP”)

DAG Ventures V, L.P. (“DAG V”)

DAG Ventures Management V, LLC (“DAG V LLC”)

R. Thomas Goodrich

John J. Cadeddu

 

Item 2(b) Address or principal business office or, if none, residence:

DAG Ventures

251 Lytton Avenue, Suite 200

Palo Alto, California 94301, United States of America

Item 2(c) Citizenship:

 

Name

   

Citizenship or Place of Organization

DAG V-QP    Delaware, United States of America
DAG V    Delaware, United States of America
DAG V LLC    Delaware, United States of America
R. Thomas Goodrich    United States of America
John J. Cadeddu    United States of America

 

Item 2(d) Title of class of securities:

Common Stock

 

Item 2(e) CUSIP No.:

046513 10 7

 

Item 3 If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filings is a:

Not applicable.

 

Item 4 Ownership

The following information with respect to the ownership of Common Stock of the Issuer by the Reporting Persons filing this statement on Schedule 13G as of December 31, 2014:

CUSIP NO. 046513 10 7   13 G   Page 8 of 9 Pages

 

Reporting Persons

    Shares Held
Directly (1)		      Sole
Voting
Power
(1)		      Shared
Voting
Power (1)		      Sole
Dispositive
Power (1)		      Shared
Dispositive
Power (1)		      Beneficial
Ownership (1)		      Percentage
of Class (1, 3)		  

DAG V-QP

      1,902,798         0         1,907,432         0         1,907,432         1,907,432         9.4 % 

DAG V

      4,634         0         1,907,432         0         1,907,432         1,907,432         9.4 % 

DAG V LLC (2)

      0         0         1,907,432         0         1,907,432         1,907,432         9.4 % 

R. Thomas Goodrich (2)

      0         0         1,907,432         0         1,907,432         1,907,432         9.4 % 

John J. Cadeddu (2)

      0         0         1,907,432         0         1,907,432         1,907,432         9.4 % 

 

(1) Represents the number of shares of Common Stock currently underlying all Securities held by the Reporting Persons.
(2) DAG V LLC serves as the general partner of DAG V-QP and DAG V. As such, DAG V LLC possesses power to direct the voting and disposition of the shares owned by DAG V-QP and DAG V and may be deemed to have indirect beneficial ownership of the shares held by DAG V-QP and DAG V. DAG V LLC owns no securities of the Issuer directly. Messrs. R. Thomas Goodrich and John J. Cadeddu are Managing Directors of DAG V LLC. As such, Messrs. R. Thomas Goodrich and John J. Cadeddu possess power to direct the voting and disposition of the shares owned by DAG V-QP and DAG V and may be deemed to have indirect beneficial ownership of the shares held by DAG V-QP and DAG V. Messrs. R. Thomas Goodrich and John J. Cadeddu own no securities of the Issuer directly.
(3) This percentage is calculated based upon 20,212,889 shares of the Common Stock outstanding as of November 7, 2014 as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2014, filed with the Securities and Exchange Commission on November 12, 2014.

 

Item 5 Ownership of 5 Percent or Less of a Class

Not applicable.

 

Item 6 Ownership of More than 5 Percent on Behalf of Another Person

If this statement is being filed to report the fact that as of the date hereof, the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following:  ¨

 

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.

 

Item 10 Certifications

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

CUSIP NO. 046513 10 7 13 G Page 9 of 9 Pages

 

SIGNATURES

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.

 

Dated: February 17, 2015
DAG VENTURES V-QP, L.P.
BY:  DAG VENTURES MANAGEMENT V, LLC
ITS: GENERAL PARTNER
By: /s/ R. Thomas Goodrich
R. Thomas Goodrich
Managing Director
DAG VENTURES V, L.P.
BY: DAG VENTURES MANAGEMENT V, LLC
ITS: GENERAL PARTNER
By: /s/ R. Thomas Goodrich
R. Thomas Goodrich
Managing Director
DAG VENTURES MANAGEMENT V, LLC
By: /s/ R. Thomas Goodrich
R. Thomas Goodrich
Managing Director
  /s/ R. Thomas Goodrich
R. Thomas Goodrich
  /s/ John J. Cadeddu
John J. Cadeddu

Exhibit(s):

 

Exhibit 99.1: Joint Filing Statement

 

Page 9