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*
Rock Springs Capital Management LP

(Last) (First) (Middle)
650 SOUTH EXETER ST. SUITE 1070

(Street)
BALTIMORE MD 21202

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Atea Pharmaceuticals, Inc. [ AVIR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/03/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Common Stock 11/03/2020 C 1,412,016 A (1) 1,412,016 I See Footnote(2)
Common Stock 11/03/2020 C 282,403 A (1) 282,403 I See Footnote(3)
Common Stock 11/03/2020 P 242,708 A $24 1,654,724 I See Footnote(2)
Common Stock 11/03/2020 P 7,292 A $24 289,695 I See Footnote(3)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series D Convertible Preferred Stock (1) 11/03/2020 C 890,313 (1) (1) Common Stock 890,313 (1) 0 I See Footnote(2)
Series D-1 Convertible Preferred Stock (1) 11/03/2020 C 521,703 (1) (1) Common Stock 521,703 (1) 0 I See Footnote(2)
Series D Convertible Preferred Stock (1) 11/03/2020 C 178,063 (1) (1) Common Stock 178,063 (1) 0 I See Footnote(3)
Series D-1 Convertible Preferred Stock (1) 11/03/2020 C 104,340 (1) (1) Common Stock 104,340 (1) 0 I See Footnote(3)
1. Name and Address of Reporting Person*
Rock Springs Capital Management LP

(Last) (First) (Middle)
650 SOUTH EXETER ST. SUITE 1070

(Street)
BALTIMORE MD 21202

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Rock Springs Capital Master Fund LP

(Last) (First) (Middle)
C/O WALKERS CORPORATE LIMITED,
CAYMAN CO CENTER, 27 HOSPITAL ROAD

(Street)
GEORAGE TOWN E9 KY-1-9008

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Rock Springs Capital LLC

(Last) (First) (Middle)
650 SOUTH EXETER ST. SUITE 1070

(Street)
BALTIMORE MD 21202

(City) (State) (Zip)
Explanation of Responses:
1. The preferred stock was convertible at any time, at the holder's election and had no expiration date. Each share of preferred stock was automatically converted into one share of common stock upon the closing of the Issuer's initial public offering of its common stock.
2. The securities reported herein are held of record by Rock Springs Capital Master Fund LP ("Master Fund"). Rock Springs Capital LLC ("RSC") is the general partner of Rock Springs Capital Management LP ("RSCM") which is the investment manager to Master Fund. RSC and RSCM may therefore be deemed to have or share beneficial ownership of preferred stock held directly by Master Fund.
3. The securities reported herein are held of record by Four Pines Master Fund LP ("Four Pines"). RSC is the general partner of RSCM which is the investment manager to Four Pines. RSC and RSCM may therefore be deemed to have or share beneficial ownership of the preferred stock held directly by Four Pines.
Remarks:
Rock Springs Capital Management LP, By: /s/ Kris Jenner, Member 11/04/2020
Rock Springs Capital Master Fund LP, By: /s/ Kris Jenner, Member 11/04/2020
Rock Springs Capital LLC, By: /s/ Kris Jenner, Member 11/04/2020
** 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).
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