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^*

Nashat Amir

(Last)

(First)

(Middle)

C/O ATYR PHARMA, INC.

3545 JOHN HOPKINS COURT, SUITE #250

(Street)

SAN DIEGO

92121

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/06/2015

3. Issuer Name and Ticker or Trading Symbol
aTYR PHARMA INC [ LIFE ]

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

X	Director	X	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	12,572⁽¹⁾	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 B Redeemable Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	3,473,763	⁽²⁾	I	By Polaris Venture Partners V, L.P.⁽⁴⁾⁽⁵⁾
Series B Redeemable Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	67,704	⁽²⁾	I	By Polaris Venture Partners Entrepreneurs' Fund V, L.P.⁽⁶⁾
Series B Redeemable Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	23,796	⁽²⁾	I	By Polaris Venture Partners Founders' Fund V, L.P.⁽⁷⁾
Series B Redeemable Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	34,737	⁽²⁾	I	Polaris Venture Partners Special Founders' Fund V, L.P.⁽⁸⁾
Series B-2 Redeemable Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	4,168,683	⁽²⁾	I	By Polaris Venture Partners V, L.P.⁽⁴⁾⁽⁵⁾
Series B-2 Redeemable Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	81,248	⁽²⁾	I	By Polaris Venture Partners Entrepreneurs' Fund V, L.P.⁽⁶⁾
Series B-2 Redeemable Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	28,556	⁽²⁾	I	By Polaris Venture Partners Founders' Fund V, L.P.⁽⁷⁾
Series B-2 Redeemable Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	41,686	⁽²⁾	I	By Polaris Venture Partners Special Founders' Fund V, L.P.⁽⁸⁾
Series C Redeemable Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	4,208,756	⁽²⁾	I	By Polaris Venture Partners V, L.P.⁽⁴⁾⁽⁵⁾
Series C Redeemable Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	82,029	⁽²⁾	I	By Polaris Venture Partners Entrepreneurs' Fund V, L.P.⁽⁶⁾
Series C Redeemable Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	28,831	⁽²⁾	I	By Polaris Venture Partners Founders' Fund V, L.P.⁽⁷⁾
Series C Redeemable Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	42,087	⁽²⁾	I	By Polaris Venture Partners Special Founders' Fund V, L.P.⁽⁸⁾
Series D Redeemable Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	1,470,577	⁽²⁾	I	By Polaris Venture Partners V, L.P.⁽⁴⁾⁽⁵⁾
Series D Redeemable Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	28,661	⁽²⁾	I	By Polaris Venture Partners Entrepreneurs' Fund V, L.P.⁽⁶⁾
Series D Redeemable Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	10,074	⁽²⁾	I	By Polaris Venture Partners Founders' Fund V, L.P.⁽⁷⁾
Series D Redeemable Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	14,706	⁽²⁾	I	By Polaris Venture Partners Special Founders' Fund V, L.P.⁽⁸⁾
Series E Redeemable Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	862,318	⁽³⁾	I	By Polaris Venture Partners V, L.P.⁽⁴⁾⁽⁵⁾
Series E Redeemable Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	16,806	⁽³⁾	I	By Polaris Venture Partners Entrepreneurs' Fund V, L.P.⁽⁶⁾
Series E Redeemable Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	5,906	⁽³⁾	I	By Polaris Venture Partners Founders' Fund V, L.P.⁽⁷⁾
Series E Redeemable Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	8,623	⁽³⁾	I	By Polaris Venture Partners Special Founders' Fund V, L.P.⁽⁸⁾

Explanation of Responses:

1. These shares of Common Stock are subject to the Issuer's right of repurchase, which lapses in 36 equal monthly installments beginning on June 1, 2014.

2. The aggregate number of shares of the Issuer's Preferred Stock held by the Reporting Person converts into Common Stock immediately prior to the closing of the Issuer's initial public offering and has no expiration date. These shares convert into Common Stock on a 1-for-7.95413 basis.

3. The aggregate number of shares of the Issuer's Preferred Stock held by the Reporting Person converts into Common Stock immediately prior to the closing of the Issuer's initial public offering and has no expiration date. These shares convert into Common Stock on a 1-for-9.6814 basis.

4. These shares are owned directly by Polaris Venture Partners V, L.P. ("Polaris V"), whose sole general partner is Polaris Venture Management Co. V, LLC ("Polaris Management"). The Reporting Person, who is a member of the Issuer's Board of Directors, is a member of Polaris Management, and in his capacity with regard to Polaris Management, may be deemed to have shared voting and dispositive power over the shares held by each of Polaris V, Polaris Venture Partners Entrepreneurs' Fund V, L.P. ("Polaris Entrepreneurs' V"), Polaris Venture Partners Founders' Fund V, L.P. ("Polaris Founders' V") and Polaris Venture Partners Special Founders' Fund V, L.P. ("Polaris Special Founders' V", and together with Polaris V, Polaris Entrepreneurs' V and Polaris Founders' V, the "Polaris V Funds").

5. (Continued from Footnote 4) The Reporting Person disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that he is the beneficial owner of such securities for purposes of Section 16 or any other purpose, except to the extent of his pecuniary interest therein.

6. These shares are owned directly by Polaris Entrepreneurs' V, whose sole general partner is Polaris Management. The Reporting Person, who is a member of the Issuer's Board of Directors, is a member of Polaris Management, and in his capacity with regard to Polaris Management, may be deemed to have shared voting and dispositive power over the shares held by each of the Polaris V Funds. The Reporting Person disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that he is the beneficial owner of such securities for purposes of Section 16 or any other purpose, except to the extent of his pecuniary interest therein.

7. These shares are owned directly by Polaris Founders' V, whose sole general partner is Polaris Management. The Reporting Person, who is a member of the Issuer's Board of Directors, is a member of Polaris Management, and in his capacity with regard to Polaris Management, may be deemed to have shared voting and dispositive power over the shares held by each of the Polaris V Funds. The Reporting Person disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that he is the beneficial owner of such securities for purposes of Section 16 or any other purpose, except to the extent of his pecuniary interest therein.

8. These shares are owned directly by Polaris Special Founders' V, whose sole general partner is Polaris Management. The Reporting Person, who is a member of the Issuer's Board of Directors, is a member of Polaris Management, and in his capacity with regard to Polaris Management, may be deemed to have shared voting and dispositive power over the shares held by each of the Polaris V Funds. The Reporting Person disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that he is the beneficial owner of such securities for purposes of Section 16 or any other purpose, except to the extent of his pecuniary interest therein.

Remarks:

Exhibit List Exhibit 24.1 - Power of Attorney

	/s/ Nancy Krueger, as Attorney-in-Fact	05/06/2015
	** 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.