SEC FORM 4

SEC FORM 4 SEC Form 4

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^*

Courtney Phillips

(Last)

(First)

(Middle)

C/O ATRECA, INC., 835 INDUSTRIAL RD.

SUITE 400

(Street)

SAN CARLOS

94070

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Atreca, Inc. [ BCEL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
General Counsel & Secretary

3. Date of Earliest Transaction (Month/Day/Year)
06/13/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee stock option (right to buy)	$1.845	06/13/2022		A		80,000		⁽¹⁾	01/26/2031	Class A Common Stock	80,000	⁽²⁾	80,000	D
Employee stock option (right to buy)	$13.97	06/13/2022		D			80,000	⁽¹⁾	01/26/2031	Class A Common Stock	80,000	$0.00	0	D
Employee stock option (right to buy)	$1.845	06/13/2022		A		45,000		⁽³⁾	07/10/2029	Class A Common Stock	45,000	⁽²⁾	45,000	D
Employee stock option (right to buy)	$16.74	06/13/2022		D			45,000	⁽³⁾	07/10/2029	Class A Common Stock	45,000	$0.00	0	D
Employee stock option (right to buy)	$1.845	06/13/2022		A		91,666		⁽⁴⁾	06/16/2029	Class A Common Stock	91,666	⁽²⁾	91,666	D
Employee stock option (right to buy)	$17	06/13/2022		D			91,666	⁽⁴⁾	06/16/2029	Class A Common Stock	91,666	$0.00	0	D
Employee stock option (right to buy)	$1.845	06/13/2022		A		65,000		⁽⁵⁾	02/25/2030	Class A Common Stock	65,000	⁽²⁾	65,000	D
Employee stock option (right to buy)	$22.07	06/13/2022		D			65,000	⁽⁵⁾	02/25/2030	Class A Common Stock	65,000	$0.00	0	D

Explanation of Responses:

1. 1/48 of the Option vests in equal monthly installments as measured from 1/1/2021. If applicable, vesting accelerates as provided in, and subject to the terms and conditions of, that certain Executive Employment Agreement between the Issuer and the Reporting Person, as may be amended from time to time.

2. The transactions reported herein reflect a one-time stock option repricing effective on June 13, 2022 (the "Option Repricing"). The Option Repricing applies to options with exercise prices greater than or equal to $9.00 per share held by all employees of the Issuer as of June 13, 2022. Pursuant to the Option Repricing, the exercise price of the repriced options, including the Option, has been amended to reduce the exercise price to $1.845 per share, the closing price of the Issuer's Class A common stock on the Nasdaq Global Select Market as of the date of the Option Repricing. There have been no other changes to the terms of the repriced options, including the Option. The Option Repricing does not apply to options held by non-employee directors of the Issuer.

3. 1/4 of the Option vests on 6/10/2020 and 1/48 of the Option vests in equal monthly installments as measured from 6/10/2020. If applicable, vesting accelerates as provided in, and subject to the terms and conditions of, that certain Executive Employment Agreement between the Issuer and the Reporting Person, as may be amended from time to time.

4. 1/4 of the Option vests on 6/10/2020 and 1/48 of the Option vests in equal monthly installments as measured from 6/10/2020. If applicable, vesting accelerates as provided in, and subject to the terms and conditions of, that certain Executive Employment Agreement between the Issuer and the Reporting Person, as may be amended from time to time.

5. 6/48 of the Option vests on 7/1/2020 and 1/48 of the Option vests in equal monthly installments as measured from 7/1/2020. If applicable, vesting accelerates as provided in, and subject to the terms and conditions of, that certain Executive Employment Agreement between the Issuer and the Reporting Person, as may be amended from time to time.

Remarks:

	/s/ Herbert Cross, attorney-in-fact	06/15/2022
	** 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.

SEC Form 4 filed by Courtney Phillips