Amendment: SEC Form SCHEDULE 13D/A filed by Atara Biotherapeutics Inc.
$ATRA
Biotechnology: Biological Products (No Diagnostic Substances)
Health Care
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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Atara Biotherapeutics, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
046513206 (CUSIP Number) |
Josh Garcia
Redmile Group, LLC, 900 Larkspur Landing Circle, Suite 270
Larkspur, CA, 94939
(415) 489-9980
Redmile Group, LLC, 900 Larkspur Landing Circle, Suite 270
Larkspur, CA, 94939
(415) 489-9980
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
05/12/2026
(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 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).
SCHEDULE 13D
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| CUSIP Number(s): | 046513206 |
| 1 |
Name of reporting person
Redmile Group, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
950,994.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, OO |
Comment for Type of Reporting Person:
(1) The source of funds was working capital of certain private investment funds managed by Redmile Group, LLC (the "Redmile Funds"), including Redmile Biopharma Investments II, L.P. ("RBI II") and Redmile Strategic Long Only Trading Sub, Ltd. ("Redmile Long Only").
(2) The information in Item 5(a) relating to the shares of common stock, par value $0.0001 per share, of the Issuer (the "Common Stock") that are or may be deemed beneficially owned by Redmile Group, LLC ("Redmile") and the calculation of the percent of such class of securities are incorporated by reference herein.
SCHEDULE 13D
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| CUSIP Number(s): | 046513206 |
| 1 |
Name of reporting person
Jeremy C. Green | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED KINGDOM
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
950,994.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, HC |
Comment for Type of Reporting Person:
(1) The source of funds was working capital of the Redmile Funds, including RBI II and Redmile Long Only.
(2) The information in Item 5(a) relating to the shares of Common Stock that are or may be deemed beneficially owned by Jeremy Green and the calculation of the percent of such class of securities are incorporated by reference herein.
SCHEDULE 13D
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| CUSIP Number(s): | 046513206 |
| 1 |
Name of reporting person
Redmile Biopharma Investments II, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
651,924.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
(1) The information in Item 5(a) relating to the shares of Common Stock that are or may be deemed beneficially owned by RBI II and the calculation of the percent of such class of securities are incorporated by reference herein.
SCHEDULE 13D
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| CUSIP Number(s): | 046513206 |
| 1 |
Name of reporting person
Redmile Strategic Long Only Trading Sub, Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
576,148.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
(1) The information in Item 5(a) relating to the shares of Common Stock that are or may be deemed beneficially owned by Redmile Long Only and the calculation of the percent of such class of securities are incorporated by reference herein.
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share |
| (b) | Name of Issuer:
Atara Biotherapeutics, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
1280 Rancho Conejo Blvd, Thousand Oaks,
CALIFORNIA
, 91320. |
| Item 2. | Identity and Background |
| (a) | This Amendment No. 2 to Schedule 13D (this "Amendment") amends and supplements the Schedule 13D filed with the SEC on May 23, 2025, which was previously amended and supplemented by that Amendment No. 1 to Schedule 13D filed with the SEC on November 14, 2025 (collectively, the "Prior Schedule 13D").
This Amendment reports an increase in the beneficial ownership of Redmile Group, LLC ("Redmile"), Jeremy C. Green, Redmile Biopharma Investments II, L.P. ("RBI II"), and Redmile Strategic Long Only Trading Sub, Ltd. ("Redmile Long Only", and, collectively with Redmile, Mr. Green and RBI II, the "Reporting Persons") due solely to the increase in the aggregate number of the Issuer's outstanding Common Stock, which increased the number of shares of Common Stock issuable to the Reporting Persons upon exercise of certain pre-funded warrants to purchase Common Stock (the "Warrants") under the Beneficial Ownership Limitation described in Item 5(a) below. The Reporting Persons have not engaged in any transactions in the Issuer's securities since the Prior Schedule 13D.
Capitalized terms used but not defined in this Amendment shall have the meanings set forth in the Prior Schedule 13D. Except as specifically amended by this Amendment, the Prior Schedule 13D is unchanged. |
| (b) | Item 2(b) of the Prior Schedule 13D is hereby amended and restated in its entirety as follows:
Redmile:
900 Larkspur Landing Circle, Suite 270
Larkspur, California 94939
Jeremy C. Green:
c/o Redmile Group, LLC (NY Office)
45 W. 27th Street, Floor 11
New York, NY 10001
RBI II:
c/o Redmile Group, LLC
900 Larkspur Landing Circle, Suite 270
Larkspur, California 94939
Redmile Long Only:
c/o Redmile Group, LLC
900 Larkspur Landing Circle, Suite 270
Larkspur, California 94939 |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5(a) of the Prior Schedule 13D is hereby amended and restated in its entirety as follows:
The aggregate amount of shares of Common Stock that may be deemed beneficially owned by the Reporting Persons is comprised of (i) 441,701 shares of Common Stock held by the Redmile Funds, including the 142,631 shares of Common Stock directly held by RBI II and the 66,855 shares of Common Stock directly held by Redmile Long Only, and (ii) 509,293 shares of Common Stock issuable upon the exercise of the Warrants held by the Redmile Funds.
The shares of Common Stock issuable upon the exercise of the Warrants represent the maximum number of shares of Common Stock that could be issued under the 9.99% beneficial ownership limitation (the "Beneficial Ownership Limitation"). Subject in each case to the Beneficial Ownership Limitation, the Redmile Funds directly hold 3,412,843 Warrants, including the 2,054,155 Warrants directly held by RBI II and the 827,581 Warrants directly held by Redmile Long Only. All of the reported securities are directly owned by certain investment vehicles for which Redmile is the investment manager (the "Redmile Funds"), including RBI II and Redmile Long Only. Redmile may be deemed to beneficially own these securities in its capacity as the investment manager with discretion to vote and dispose of the securities held by the Redmile Funds. Mr. Green also may be deemed to beneficially own these securities as the principal of Redmile. Redmile and Mr. Green each disclaim beneficial ownership of these securities, except to the extent of its or his pecuniary interest in such securities, if any.
Percentage for each Reporting Person is based on the sum of: (i) 9,010,172 shares of Common Stock outstanding as of May 8, 2026, as reported by the Issuer in its Form 10-Q for the quarterly period ended March 31, 2026 filed with the Securities and Exchange Commission (the "SEC") on May 12, 2026, plus (ii) 509,293 shares of Common Stock issuable upon exercise of the Warrants directly held by the Redmile Funds, which due to the Beneficial Ownership Limitation is the maximum number of shares that could be issued upon exercise of those Warrants. |
| (b) | Item 5(b) of the Prior Schedule 13D is hereby amended and restated in its entirety as follows:
Redmile:
(1) Sole Voting Power: 0
(2) Shared Voting Power: 950,994
(3) Sole Dispositive Power: 0
(4) Shared Dispositive Power: 950,994
Jeremy C. Green:
(1) Sole Voting Power: 0
(2) Shared Voting Power: 950,994
(3) Sole Dispositive Power: 0
(4) Shared Dispositive Power: 950,994
RBI II:
(1) Sole Voting Power: 0
(2) Shared Voting Power: 651,924
(3) Sole Dispositive Power: 0
(4) Shared Dispositive Power: 651,924
Redmile Long Only:
(1) Sole Voting Power: 0
(2) Shared Voting Power: 576,148
(3) Sole Dispositive Power: 0
(4) Shared Dispositive Power: 576,148 |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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