0000899243-20-025610.txt : 20200917 0000899243-20-025610.hdr.sgml : 20200917 20200917210542 ACCESSION NUMBER: 0000899243-20-025610 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200917 FILED AS OF DATE: 20200917 DATE AS OF CHANGE: 20200917 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PERCEPTIVE ADVISORS LLC CENTRAL INDEX KEY: 0001224962 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39503 FILM NUMBER: 201182560 BUSINESS ADDRESS: STREET 1: 51 ASTOR PLACE, 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10003 BUSINESS PHONE: 646-205-5300 MAIL ADDRESS: STREET 1: 51 ASTOR PLACE, 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10003 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PERCEPTIVE LIFE SCIENCES MASTER FUND LTD CENTRAL INDEX KEY: 0001249675 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39503 FILM NUMBER: 201182561 BUSINESS ADDRESS: STREET 1: C/O PERCEPTIVE ADVISORS LLC STREET 2: 51 ASTOR PLACE, 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10003 BUSINESS PHONE: 646-205-5340 MAIL ADDRESS: STREET 1: C/O PERCEPTIVE ADVISORS LLC STREET 2: 51 ASTOR PLACE, 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10003 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Athira Pharma, Inc. CENTRAL INDEX KEY: 0001620463 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4000 MASON ROAD, SUITE 300 STREET 2: BOX 352141 CITY: SEATTLE STATE: WA ZIP: 981952141 BUSINESS PHONE: 5095927191 MAIL ADDRESS: STREET 1: 4000 MASON ROAD, SUITE 300 STREET 2: BOX 352141 CITY: SEATTLE STATE: WA ZIP: 981952141 FORMER COMPANY: FORMER CONFORMED NAME: M3 Biotechnology, Inc. DATE OF NAME CHANGE: 20140924 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2020-09-17 0 0001620463 Athira Pharma, Inc. ATHA 0001224962 PERCEPTIVE ADVISORS LLC 51 ASTOR PLACE, 10TH FLOOR NEW YORK NY 10003 0 0 1 0 0001249675 PERCEPTIVE LIFE SCIENCES MASTER FUND LTD C/O PERCEPTIVE ADVISORS LLC 51 ASTOR PLACE, 10TH FLOOR NEW YORK NY 10003 0 0 1 0 Common Stock 411196 I See footnote Series B Preferrred Stock Common Stock 1644785 I See footnote Stock Options (Right to Buy) 17.00 2030-09-16 Common Stock 27742 I See footnote The securities are directly held by Perceptive Life Sciences Master Fund Ltd. (the "Master Fund"). Perceptive Advisors LLC (the "Advisor") serves as the investment manager of the Master Fund. The Advisor disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of its indirect pecuniary interest therein, and this report shall not be deemed an admission that the Advisor is the beneficial owner of such securities for purposes of Section 16 or for any other purposes. Joseph Edelman, the managing member of the Advisor, serves as a director of the Issuer and has filed a separate Form 3. The Series B Preferred Stock is convertible into shares of the Issuer's Common Stock on a 1-for-1 basis, and will automatically convert to shares of the Issuer's Common Stock upon the closing of the Issuer's initial public offering. These shares have no expiration date. One-thirty-sixth of the shares subject to the option will vest on October 17, 2020 and thereafter one-thirty-sixth of the shares subject to the option will vest each month. Consists of options to purchase shares of the Issuer's common stock awarded to Mr. Edelman in connection with his role as a member of the Issuer's board of directors. The Advisor may be deemed to have an indirect pecuniary interest in the options to purchase common stock of the Issuer reported herein because the Advisor has the right to receive the director compensation provided in respect of Mr. Edelman's board service through a partial management fee offset. The Advisor disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of its indirect pecuniary interest therein, and this report shall not be deemed an admission that the Advisor is the beneficial owner of such securities for purposes of Section 16 or for any other purposes. /s/ Perceptive Life Sciences Master Fund Ltd., By: Perceptive Advisors LLC, its investment manager By: Joseph Edelman, its managing member 2020-09-17 /s/ Perceptive Advisors LLC, By: Joseph Edelman, its managing member 2020-09-17