FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Athira Pharma, Inc. [ ATHA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/22/2022 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock(1) | 05/18/2022(2) | A | V | 1,699 | A | $7.06(3) | 32,955 | D | ||
Common Stock | 06/22/2022 | A | 10,000(4) | A | $0.00 | 42,955 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
1. The reporting person is voluntarily reporting the acquisition of shares of the issuer's common stock pursuant to the Athira Pharma, Inc. 2020 Employee Stock Purchase Plan ("ESPP"), for the ESPP Purchase Period (as defined in the ESPP) of November 18, 2021 through May 18, 2022. This transaction is also exempt under Rule 16b-3(c). |
2. The Purchase Period ended May 18, 2022 and is the Purchase Period comprising the Offering Period (as defined in the ESPP) that began November 18, 2021. |
3. In accordance with the ESPP, these shares were purchased based on 85% of the closing price on May 18, 2022. |
4. On November 3, 2021, the reporting person was granted restricted stock units ("RSUs") representing 30,000 shares of Common Stock of the Issuer. The RSUs were scheduled to vest according to the following schedule: (1) one third (1/3rd) of the number of shares subject to the RSU award vest at the completion of the public readout of topline results of the Issuer's ACT-AD Phase 2 clinical trial; (2) one third (1/3rd) of the number of shares subject to the RSU award vest at the completion of the public readout of topline results of the Issuer's LIFT-AD Phase 2/3 clinical trial (the "LIFT-AD Readout") and (3) one third (1/3rd) of the number of shares subject to the RSU award vest six (6) months after the LIFT-AD Readout, in each case subject to continued service with the Issuer through the applicable vesting date. On June 22, 2022, the Issuer completed the public readout of topline results of the ACT-AD Phase 2 clinical trial and 10,000 RSUs vested and settled on such date. |
Remarks: |
/s/ Glenna Mileson, Attorney-in-Fact for Hans Moebius | 06/24/2022 | |
** 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 4 (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. |