SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

FLUKE JOHN M JR

(Last)

(First)

(Middle)

C/O ATHIRA PHARMA, INC.

4000 MASON ROAD, SUITE 300

(Street)

SEATTLE

98195

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/17/2020

3. Issuer Name and Ticker or Trading Symbol
Athira Pharma, Inc. [ ATHA ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock⁽¹⁾	50,440	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock⁽¹⁾	⁽²⁾	⁽³⁾	Common Stock	12,610	$0.00	D
Series A-1 Preferred Stock⁽¹⁾	⁽⁴⁾	⁽³⁾	Common Stock	51,831	$0.00	D
Series B-1 Preferred Stock⁽¹⁾	⁽⁵⁾	⁽³⁾	Common Stock	6,731	$0.00	I	By Fluke Capital Management, L.P.
Stock Option (Right to Buy)⁽¹⁾	⁽⁶⁾	12/12/2027	Common Stock	25,220	$1.19	D
Stock Option (Right to Buy)⁽¹⁾	⁽⁷⁾	01/28/2030	Common Stock	3,783	$1.35	D
Stock Option (Right to Buy)⁽¹⁾	⁽⁸⁾	09/16/2030	Common Stock	27,742	$17	D

Explanation of Responses:

1. Reflects a 7.9302-for-1 reverse stock split of the outstanding shares of the Issuer effected September 11, 2020.

2. The Series A Preferred Stock will automatically convert to shares of the Issuers Common Stock upon the closing of the Issuers initial public offering on a 1-for-1 basis.

3. Each share has no expiration date.

4. The Series A-1 Preferred Stock will automatically convert to shares of the Issuers Common Stock upon the closing of the Issuers initial public offering on a 1-for-1 basis.

5. The Series B-1 Preferred Stock will automatically convert to shares of the Issuers Common Stock upon the closing of the Issuers initial public offering on a 1-for-1 basis.

6. One-third of the shares subject to the option vested on December 13, 2018 and one-third of the shares subject to the option will vest on each year thereafter.

7. The shares subject to the option fully vested on December 13, 2019.

8. One-thirty-sixth of the shares subject to the option will vest on October 17, 2020 and one-thirty-sixth of the shares subject to the option will vest each month thereafter.

Remarks:

	Glenna Mileson, Attorney in fact for John M. Fluke, Jr.	09/17/2020
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.