UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Atara Biotherapeutics, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
046513107
(CUSIP Number)
Gregory A. Ciongoli
Adiumentum Capital Fund I LP
c/o Cadwalader, Wickersham & Taft LLP
200 Liberty Street
New York, NY 10281
(212) 504-6000
with a copy to
Richard M. Brand
Erica L. Hogan
Cadwalader, Wickersham & Taft LLP
200 Liberty Street
New York, NY 10281
(212) 504-6000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 15, 2024
(Date of Event which Requires Filing of this
Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f)
or 240.13d-1(g), check the following box. ¨
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on
this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures
provided in a prior cover page. |
The information required on the remainder of this
cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
| |
| |
1. |
Names of Reporting Persons
Adiumentum Capital Fund I LP |
| |
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
| |
|
(a) |
x |
| |
|
(b) |
o |
| |
3. |
SEC Use Only |
| |
4. |
Source of Funds (See Instructions)
OO |
| |
5. |
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
| |
6. |
Citizenship or Place of Organization
Delaware |
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole Voting Power
0 |
| 8. |
Shared Voting Power
8,065,923 |
| 9. |
Sole Dispositive Power
0 |
| 10. |
Shared Dispositive Power
8,065,923 |
| |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
8,065,923 |
| |
12. |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
| |
13. |
Percent of Class Represented by Amount in Row (11)
6.7%* |
| |
14. |
Type of Reporting Person (See Instructions)
IA |
| |
|
|
|
|
|
* All percentage calculations set forth herein
are based upon the aggregate of 120,416,138 Common Shares outstanding as of May 2, 2024, as reported in the Issuer’s Quarterly Report
on Form 10-Q filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 9, 2024.
| |
| |
1. |
Names of Reporting Persons
Adiumentum Capital Fund I GP LLC |
| |
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
| |
|
(a) |
x |
| |
|
(b) |
o |
| |
3. |
SEC Use Only |
| |
4. |
Source of Funds (See Instructions)
OO |
| |
5. |
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
| |
6. |
Citizenship or Place of Organization
Delaware |
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole Voting Power
0 |
| 8. |
Shared Voting Power
8,065,923 |
| 9. |
Sole Dispositive Power
0 |
| 10. |
Shared Dispositive Power
8,065,923 |
| |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
8,065,923 |
| |
12. |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
| |
13. |
Percent of Class Represented by Amount in Row (11)
6.7%* |
| |
14. |
Type of Reporting Person (See Instructions)
IA |
| |
|
|
|
|
|
* All percentage calculations set forth herein
are based upon the aggregate of 120,416,138 Common Shares outstanding as of May 2, 2024, as reported in the Issuer’s Quarterly Report
on Form 10-Q filed with the SEC on May 9, 2024.
| |
| |
1. |
Names of Reporting Persons
Gregory A. Ciongoli |
| |
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
| |
|
(a) |
x |
| |
|
(b) |
o |
| |
3. |
SEC Use Only |
| |
4. |
Source of Funds (See Instructions)
OO |
| |
5. |
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
| |
6. |
Citizenship or Place of Organization
United States |
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole Voting Power
0 |
| 8. |
Shared Voting Power
8,065,923 |
| 9. |
Sole Dispositive Power
0 |
| 10. |
Shared Dispositive Power
8,065,923 |
| |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
8,065,923 |
| |
12. |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
| |
13. |
Percent of Class Represented by Amount in Row (11)
6.7%* |
| |
14. |
Type of Reporting Person (See Instructions)
IN |
| |
|
|
|
|
|
* All percentage calculations set forth herein
are based upon the aggregate of 120,416,138 Common Shares outstanding as of May 2, 2024, as reported in the Issuer’s Quarterly Report
on Form 10-Q filed with the SEC on May 9, 2024.
| Item 1. |
Security and Issuer. |
| |
|
This statement on Schedule 13D
(this “Schedule 13D”) relates to the common stock, par value $0.0001 per share (the “Common Stock”),
of Atara Biotherapeutics, Inc., a Delaware corporation (the “Issuer”) having its principal executive offices at 2380
Conejo Spectrum Street, Suite 200, Thousand Oaks, California 91320.
The Reporting Persons (as defined below) each beneficially owns an aggregate of 8,065,923 shares of Common Stock. These shares represent
approximately 6.7% of the outstanding shares of Common Stock.
| Item 2. |
Identity and Background. |
(a), (f) This Schedule 13D is
being filed by:
| (i) | Adiumentum Capital Fund I LP, a Delaware limited partnership (“Adiumentum”); |
| (ii) | Adiumentum Capital Fund I GP LLC, a Delaware limited liability company (“Adiumentum GP”);
and |
| (iii) | Gregory A. Ciongoli, a citizen of the United States of America (together with Adiumentum and Adiumentum
GP, the “Reporting Persons”). |
The Reporting Persons have entered
into a joint filing agreement, dated as of May 22, 2024, a copy of which is attached hereto as Exhibit 99.1.
(b) The address of the principal
business and office of each of the Reporting Persons is c/o Cadwalader, Wickersham & Taft LLP, 200 Liberty Street, New York, New York
10281.
(c) Adiumentum’s principle
business is to make investments in securities.
Adiumentum GP’s principal
business is to serve as the general partner of Adiumentum.
Mr. Ciongoli’s principal
occupation is to serve as the managing partner of Adiumentum, and as the managing member of Adiumentum GP.
(d), (e) During the last five
years, none of the Reporting Persons (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors)
or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violations with respect to such laws.
| Item 3. |
Source and Amount of Funds or Other Consideration. |
The responses to Item 4, 5 and
6 of this Schedule 13D are incorporated herein by reference.
The investment costs (including commissions, if any) of the Common Stock directly owned by Adiumentum is approximately $5,643,549.82.
The source of funding for such transactions was derived from the capital of Adiumentum.
| Item 4. |
Purpose of Transaction. |
The Reporting Persons acquired
beneficial ownership of the shares of Common Stock over which they exercise beneficial ownership in the belief that the Common Stock was
undervalued and an attractive investment opportunity.
The Reporting Persons intend
to engage in conversations, meetings and other communications with certain members of the Issuer’s board of directors and management
team, stockholders, industry analysts, and other interested parties, in each case to discuss the Issuer’s business, operations,
financial condition, strategic plans and governance.
The Reporting Persons may take
or engage in various plans, actions or transactions in seeking to bring about changes to increase stockholder value, and may discuss such
plans, actions or transactions with the Issuer and the board of directors and management team of the Issuer, stockholders, industry analysts,
and other interested parties. The Reporting Persons may change their intentions with respect to any and all matters referred to in Item
4 of Schedule 13D, and may also take steps to explore and prepare for various plans and actions, and propose transactions, before forming
an intention to engage in such plans or actions or proceed with such plans, actions or transactions.
The Reporting Persons intend
to review their investments in the Issuer on a continuing basis. Depending on various factors, including, without limitation, the outcome
of any discussions referenced above, the Issuer’s financial position and strategic direction, actions taken by the Issuer’s
management and board of directors, price levels of the Common Stock, other investment opportunities available to the Reporting Persons,
conditions in the securities markets and general economic and industry conditions, the Reporting Persons may from time to time and at
any time in the future take or engage in various plans, actions or transactions with respect to the investment in the Issuer as they deem
appropriate, including, without limitation, purchasing additional shares of Common Stock, disposing of shares of Common Stock, acquiring
other financial instruments that are based upon or relate to the value of the Common Stock, selling or obtaining financing on some or
all of their beneficial or economic holdings, and engaging in hedging or similar transactions with respect to securities that are based
upon or relate to the value of the Common Stock.
| Item 5. |
Interest in Securities of the Issuer. |
(a), (b) The Reporting Persons each beneficially owns an aggregate of 8,065,923 shares of Common Stock (the “Subject Shares”).
The Subject Shares represent approximately 6.7% of the outstanding shares of Common Stock, based on 120,416,138 shares of Common Stock
outstanding as of May 2, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on May 9, 2024.
Adiumentum may be deemed to
have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) all of the Subject
Shares. Adiumentum GP, as the general partner of Adiumentum may be deemed to have the shared power to vote or direct the vote of (and
the shared power to dispose or direct the disposition of) all the Subject Shares. Mr. Ciongoli, as the managing partner of Adiumentum,
and as the managing member of Adiumentum GP, may be deemed to have the shared power to vote or direct the vote of (and the shared power
to dispose or direct the disposition of) all the Subject Shares.
(c) Exhibit 99.2 filed
herewith, which is incorporated herein by reference, describes the transactions in the Common Stock that were effected by the Reporting
Persons during the past sixty days.
(d) The Reporting Persons have
the right to receive dividends from, and the proceeds from the sale of, the Subject Shares. No other person is known to the Reporting
Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Subject
Shares.
(e) Not applicable.
| Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
The Reporting Persons may, from
time to time, enter into and dispose of swaps, options or other derivative transactions with one or more counterparties that are based
upon the value of shares of the Common Stock, which transactions may be significant in amount. The profit, loss and/or return on such
contracts may be wholly or partially dependent on the market value of the shares of the Common Stock.
On May 22, 2024, the Reporting
Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements
on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
Except as disclosed in this
Schedule 13D, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons (or
to the knowledge of the Reporting Persons, any other person referred to in Item 2) and between the Reporting Persons (or to the knowledge
of the Reporting Persons, any other person referred to in Item 2) and any other person with respect to any securities of the Issuer.
| Item 7. |
Material to be Filed as Exhibits. |
SIGNATURES
After reasonable inquiry and
to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and
correct.
| Date: May 22, 2024 |
ADIUMENTUM CAPITAL FUND I LP |
| |
|
| |
By: Adiumentum Capital Fund I GP LLC, its general partner |
| |
By: |
/s/ Gregory A. Ciongoli |
| |
|
Name: |
Gregory A. Ciongoli |
| |
|
Title: |
Managing Member |
| |
|
| Date: May 22, 2024 |
ADIUMENTUM CAPITAL FUND I GP LLC |
| |
|
| |
By: |
/s/ Gregory A. Ciongoli |
| |
|
Name: |
Gregory A. Ciongoli |
| |
|
Title: |
Managing Member |
| |
|
| Date: May 22, 2024 |
GREGORY A. CIONGOLI |
| |
|
| |
By: |
/s/ Gregory A. Ciongoli |
| |
|
Gregory A. Ciongoli |
Exhibit 99.1
AGREEMENT
JOINT FILING OF SCHEDULE 13D
The
undersigned hereby agree to jointly prepare and file with regulatory authorities this Schedule 13D and any future amendments thereto reporting
each of the undersigned’s ownership of securities of Atara Biotherapeutics, Inc., and hereby affirm that such Schedule 13D is being
filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange
Act of 1934. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy
of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
| Date: May 22, 2024 |
ADIUMENTUM CAPITAL FUND I LP |
| |
|
| |
By: Adiumentum Capital Fund I GP LLC, its general partner |
| |
By: |
/s/ Gregory A. Ciongoli |
| |
|
Name: |
Gregory A. Ciongoli |
| |
|
Title: |
Managing Member |
| Date: May 22, 2024 |
ADIUMENTUM CAPITAL FUND I GP LLC |
| |
|
| |
By: |
/s/ Gregory A. Ciongoli |
| |
|
Name: |
Gregory A. Ciongoli |
| |
|
Title: |
Managing Member |
| |
|
| Date: May 22, 2024 |
GREGORY A. CIONGOLI |
| |
|
| |
By: |
/s/ Gregory A. Ciongoli |
| |
|
Gregory A. Ciongoli |
Exhibit 99.2
TRADING DATA
The
following table sets forth all transactions with respect to shares of Common Stock effected in the last sixty days by the Reporting Persons
on behalf of the Reporting Persons in respect of the shares of Common Stock, inclusive of any transactions effected prior to the filing
hereof. Except as otherwise indicated, all such transactions were purchases or sales of shares of Common Stock effected in the open market,
and the table includes commissions paid in per share of Common Stock prices.
| Trade Date |
Buy/Sell |
Quantity |
Cost Value
(USD) |
Price ($)(1) |
| 05/22/2024 |
Buy |
6,366 |
4,301.98 |
0.67 |
| 05/21/2024 |
Buy |
224,157 |
158,892.82 |
0.71 |
| 05/21/2024 |
Buy |
175,843 |
122,905.46 |
0.70 |
| 05/21/2024 |
Buy |
244,007 |
172,234.27 |
0.71 |
| 05/21/2024 |
Buy |
131,363 |
92,956.83 |
0.71 |
| 05/20/2024 |
Buy |
71,331 |
45,526.79 |
0.64 |
| 05/20/2024 |
Buy |
10,260 |
6,239.45 |
0.61 |
| 05/20/2024 |
Buy |
90,535 |
62,337.87 |
0.69 |
| 05/20/2024 |
Buy |
84,531 |
60,026.01 |
0.71 |
| 05/17/2024 |
Buy |
218,981 |
134,423.83 |
0.61 |
| 05/17/2024 |
Buy |
68,857 |
41,988.99 |
0.61 |
| 05/17/2024 |
Buy |
258,515 |
160,804.94 |
0.62 |
| 05/16/2024 |
Buy |
71,655 |
45,086.55 |
0.63 |
| 05/16/2024 |
Buy |
13,638 |
8,192.80 |
0.60 |
| 05/16/2024 |
Buy |
145,330 |
91,039.55 |
0.63 |
| 05/15/2024 |
Buy |
61,993 |
38,431.33 |
0.62 |
| 05/15/2024 |
Buy |
73,939 |
48,515.07 |
0.66 |
| 05/15/2024 |
Buy |
108,582 |
69,582.96 |
0.64 |
| 05/14/2024 |
Buy |
37,210 |
22,351.84 |
0.60 |
| 05/14/2024 |
Buy |
7,525 |
4,291.01 |
0.57 |
| 05/01/2024 |
Buy |
132,902 |
99,314.80 |
0.75 |
| 05/01/2024 |
Buy |
40,693 |
30,086.84 |
0.74 |
| 04/30/2024 |
Buy |
53,114 |
38,164.87 |
0.72 |
| 04/30/2024 |
Buy |
83,295 |
59,578.35 |
0.71 |
| 04/29/2024 |
Buy |
7,804 |
5,537.47 |
0.71 |
| 04/29/2024 |
Buy |
61,169 |
42,084.27 |
0.69 |
| 04/29/2024 |
Buy |
50,000 |
34,550.00 |
0.69 |
| 04/29/2024 |
Buy |
22,263 |
16,033.81 |
0.72 |
| 04/26/2024 |
Buy |
144,795 |
101,203.22 |
0.70 |
| 04/26/2024 |
Buy |
10,046 |
7,042.24 |
0.70 |
| 04/26/2024 |
Buy |
35,926 |
24,817.68 |
0.69 |
| 04/25/2024 |
Buy |
200,923 |
138,462.03 |
0.69 |
| 04/25/2024 |
Buy |
100,000 |
69,680.00 |
0.70 |
| 04/25/2024 |
Buy |
5,042 |
3,358.47 |
0.67 |
| 04/25/2024 |
Buy |
79,777 |
54,935.75 |
0.69 |
| 04/24/2024 |
Buy |
106,593 |
77,520.43 |
0.73 |
| 04/24/2024 |
Buy |
107,260 |
75,875.72 |
0.71 |
| 04/24/2024 |
Buy |
77,161 |
55,903.14 |
0.72 |
| 04/23/2024 |
Buy |
46,881 |
33,272.76 |
0.71 |
| 04/23/2024 |
Buy |
74,212 |
52,260.08 |
0.70 |
| 04/23/2024 |
Buy |
190,186 |
136,857.84 |
0.72 |
| 04/22/2024 |
Buy |
78,111 |
54,675.89 |
0.70 |
| 04/22/2024 |
Buy |
167,083 |
115,855.35 |
0.69 |
| 04/22/2024 |
Buy |
113,028 |
78,757.90 |
0.70 |
| 04/19/2024 |
Buy |
250,000 |
166,031.00 |
0.66 |
| 04/19/2024 |
Buy |
114,961 |
74,195.83 |
0.64 |
| 04/19/2024 |
Buy |
177,456 |
123,118.97 |
0.69 |
| 04/18/2024 |
Buy |
250,000 |
180,606.00 |
0.72 |
| 04/18/2024 |
Buy |
29,483 |
20,758.97 |
0.70 |
| 04/17/2024 |
Buy |
199,179 |
142,578.33 |
0.72 |
| 04/17/2024 |
Buy |
118,712 |
86,920.93 |
0.72 |
| 04/16/2024 |
Buy |
1,017 |
736.76 |
0.69 |
| 04/16/2024 |
Buy |
204,679 |
146,058.93 |
0.71 |
| 04/16/2024 |
Buy |
248,983 |
172,620.73 |
0.69 |
| 04/15/2024 |
Buy |
10,000 |
6,580.00 |
0.66 |
| 04/15/2024 |
Buy |
250,000 |
169,825.00 |
0.68 |
| 04/15/2024 |
Buy |
240,000 |
160,880.00 |
0.67 |
| 04/15/2024 |
Buy |
119,487 |
82,876.17 |
0.69 |
| 04/12/2024 |
Buy |
250,000 |
180,831.00 |
0.72 |
| 04/12/2024 |
Buy |
187,218 |
135,957.71 |
0.73 |
| 04/11/2024 |
Buy |
58,615 |
43,304.90 |
0.74 |
| 04/10/2024 |
Buy |
54,854 |
39,548.87 |
0.72 |
| 04/10/2024 |
Buy |
40,253 |
28,808.06 |
0.71 |
| 04/10/2024 |
Buy |
41,413 |
29,811.61 |
0.72 |
| 04/09/2024 |
Buy |
62,926 |
47,385.07 |
0.75 |
| 04/09/2024 |
Buy |
40,594 |
31,103.12 |
0.77 |
| 04/09/2024 |
Buy |
4,987 |
3,862.93 |
0.76 |
| 04/08/2024 |
Buy |
1 |
0.80 |
0.78 |
| 04/08/2024 |
Buy |
250,000 |
197,106.00 |
0.79 |
| 04/08/2024 |
Buy |
29,940 |
23,167.57 |
0.77 |
| 04/05/2024 |
Buy |
89,914 |
70,597.48 |
0.78 |
| 04/04/2024 |
Buy |
147,414 |
116,020.82 |
0.79 |
| 04/03/2024 |
Buy |
14,898 |
10,730.01 |
0.72 |
| 04/03/2024 |
Buy |
73,499 |
53,676.59 |
0.73 |
| 04/03/2024 |
Buy |
10,980 |
8,040.65 |
0.71 |
| 04/03/2024 |
Buy |
25,458 |
18,193.56 |
0.71 |
| 04/02/2024 |
Buy |
7,899 |
5,614.29 |
0.70 |
| 04/02/2024 |
Buy |
19,336 |
14,254.50 |
0.73 |
| 04/02/2024 |
Buy |
98,885 |
71,938.84 |
0.72 |
| 04/01/2024 |
Buy |
53,024 |
38,066.62 |
0.72 |
| 04/01/2024 |
Buy |
196,976 |
145,781.94 |
0.72 |
(1) Prices rounded to the nearest cent.
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