0001638599-19-000631.txt : 20190626 0001638599-19-000631.hdr.sgml : 20190626 20190626160330 ACCESSION NUMBER: 0001638599-19-000631 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190624 FILED AS OF DATE: 20190626 DATE AS OF CHANGE: 20190626 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BAKER JULIAN CENTRAL INDEX KEY: 0001087939 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38935 FILM NUMBER: 19921643 MAIL ADDRESS: STREET 1: BAKER BROS. ADVISORS LP STREET 2: 860 WASHINGTON STREET 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10014 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BAKER FELIX CENTRAL INDEX KEY: 0001087940 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38935 FILM NUMBER: 19921644 MAIL ADDRESS: STREET 1: BAKER BROS. ADVISORS LP STREET 2: 860 WASHINGTON STREET 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10014 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Baker Bros. Advisors (GP) LLC CENTRAL INDEX KEY: 0001580575 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38935 FILM NUMBER: 19921645 BUSINESS ADDRESS: STREET 1: 860 WASHINGTON STREET STREET 2: 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10014 BUSINESS PHONE: (212)339-5600 MAIL ADDRESS: STREET 1: 860 WASHINGTON STREET STREET 2: 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10014 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BAKER BROS. ADVISORS LP CENTRAL INDEX KEY: 0001263508 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38935 FILM NUMBER: 19921646 BUSINESS ADDRESS: STREET 1: 860 WASHINGTON STREET STREET 2: 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10014 BUSINESS PHONE: 2123395600 MAIL ADDRESS: STREET 1: 860 WASHINGTON STREET STREET 2: 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10014 FORMER NAME: FORMER CONFORMED NAME: BAKER BROS ADVISORS LLC DATE OF NAME CHANGE: 20030911 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Atreca, Inc. CENTRAL INDEX KEY: 0001532346 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 273723255 STATE OF INCORPORATION: DE BUSINESS ADDRESS: STREET 1: 500 SAGINAW DRIVE, FIRST FLOOR CITY: REDWOOD CITY STATE: CA ZIP: 94063 BUSINESS PHONE: 650-595-2595 MAIL ADDRESS: STREET 1: 500 SAGINAW DRIVE, FIRST FLOOR CITY: REDWOOD CITY STATE: CA ZIP: 94063 4 1 doc4_6163.xml PRIMARY DOCUMENT X0306 4 2019-06-24 0 0001532346 Atreca, Inc. BCEL 0001263508 BAKER BROS. ADVISORS LP 860 WASHINGTON STREET 3RD FLOOR NEW YORK NY 10014 0 0 1 0 0001580575 Baker Bros. Advisors (GP) LLC 860 WASHINGTON STREET 3RD FLOOR NEW YORK NY 10014 0 0 1 0 0001087940 BAKER FELIX 860 WASHINGTON STREET 3RD FLOOR NEW YORK NY 10014 0 0 1 0 0001087939 BAKER JULIAN 860 WASHINGTON STREET, 3RD FLOOR NEW YORK NY 10014 0 0 1 0 Class A common stock 2019-06-24 4 C 0 309730 0 A 309730 I See Footnotes Class A common stock 2019-06-24 4 C 0 3223030 0 A 3223030 I See Footnotes Series A Preferred Stock 2019-06-24 4 C 0 219852 D Class A common stock 219852 0 I See Footnotes Series A Preferred Stock 2019-06-24 4 C 0 2302669 D Class A common stock 2302669 0 I See Footnotes Series B Preferred Stock 2019-06-24 4 C 0 89878 D Class A common stock 89878 0 I See Footnotes Series B Preferred Stock 2019-06-24 4 C 0 920361 D Class A common stock 920361 0 I See Footnotes Series C2 Preferred Stock 2019-06-24 4 C 0 394084 D Class B common stock 394084 0 I See Footnotes Class B common stock 2019-06-24 4 C 0 394084 A Class A common stock 394084 394084 I See Footnotes Series C2 Preferred Stock 2019-06-24 4 C 0 3540107 D Class B common stock 3540107 0 I See Footnotes Class B common stock 2019-06-24 4 C 0 3540107 A Class A common stock 3540107 3540107 I See Footnotes Class B common stock 2019-06-24 4 P 0 95150 17.0000 A Class A common stock 95150 489234 I See Footnotes Class B common stock 2019-06-24 4 P 0 1904850 17.0000 A Class A common stock 1904850 5444957 I See Footnotes These securities consist of Class A common stock ("Class A common stock") of Atreca, Inc. (the "Issuer") on Table I received as a result of the automatic conversion on a 1 for 1 basis of Series A Preferred Stock of the Issuer ("Series A Preferred") and Series B Preferred Stock of the Issuer ("Series B Preferred", and together with Series A Preferred, the "Voting Preferred") on Table II without payment or consideration upon the close of the initial public offering of the Issuer on June 24, 2019 ("IPO"). The Voting Preferred have no expiration date. After giving effect to the transaction reported herein and as a result of their ownership interest in (i) Baker Biotech Capital, L.P. and (ii) 667, L.P. ("667"), Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in Class A common stock reported in column 5 of Table I and the Voting Preferred and Series C2 Preferred Stock of the Issuer ("Series C2 Preferred", and together with Voting Preferred, the "Preferred Stock") reported in Table II directly held by 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667. After giving effect to the transaction reported herein and as a result of their ownership interest in (i) Baker Brothers Life Sciences Capital, L.P. and (ii) Baker Brothers Life Sciences, L.P, ("Life Sciences", and together with 667, the "Funds") , Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in Class A common stock reported in column 5 of Table I and the Preferred Stock reported on Table II directly held by Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences. Baker Bros. Advisors LP (the "Adviser") serves as the investment adviser to the Funds. In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held by the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are managing members of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held by the Funds. The general partners of the Funds relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held by the Funds. Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose. Represents the automatic conversion of Series C2 Preferred without payment or further consideration on a 1 for 1 basis into Class B common stock of the Issuer ("Class B common stock") upon the closing of the IPO. Pursuant to Instruction 4(c)(iii), this response has been left blank. The Series C2 Preferred have no expiration date and converted automatically to Class B common stock upon the close of the IPO. 667 and Life Sciences purchased 95,150 and 1,904,850 Class B common shares, respectively, for $17.00 per share pursuant to the IPO. The Class B common stock is non-voting and has no expiration date. Each share of Class B common stock is convertible into one share of Class A common stock at any time at the option of the holder without consideration subject to a 4.99% beneficial ownership limitation which may be increased or decreased by the holder upon 61 days notice to the Issuer. After giving effect to the transaction reported herein and as a result of their ownership interest in (i) Baker Biotech Capital, L.P. and (ii) 667, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in Class B common stock reported in Table II directly held by 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667. After giving effect to the transaction reported herein and as a result of their ownership interest in (i) Baker Brothers Life Sciences Capital, L.P. and (ii) Life Sciences, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in Class B common stock reported in Table II directly held by Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences. By: Baker Bros. Advisors LP, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing 2019-06-26 By: Baker Bros. Advisors (GP) LLC, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing 2019-06-26 /s/ Felix J. Baker 2019-06-26 /s/ Julian C. Baker 2019-06-26