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Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 8, 2020


Atara Biotherapeutics, Inc.

(Exact name of Registrant as Specified in Its Charter)







(State or Other Jurisdiction

of Incorporation)



File Number)


(IRS Employer

Identification No.)

611 Gateway Boulevard, Suite 900

South San Francisco, CA



(Address of Principal Executive Offices)


(Zip Code)

Registrant’s Telephone Number, Including Area Code: (650) 278-8930

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities pursuant to Section 12 (b) of the Act:

Title of Each Class





Name of Each Exchange 

on Which Registered

Common Stock, par value $0.0001 per share




The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  



Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers


On May 8, 2020, the Board of Directors (the “Board”) of Atara Biotherapeutics, Inc. (the “Company”) appointed, effective on May 11, 2020 (the “Effective Date”), upon the recommendation of the Nominating and Corporate Governance Committee of the Board, Dr. Maria Grazia Roncarolo to fill the vacant Board seat and to serve as a member of the Board with an initial term expiring at the Company’s 2023 annual meeting of stockholders.

There are no arrangements or understandings between Dr. Roncarolo and any other persons pursuant to which she was selected as a director of the Company. The Board has not appointed Dr. Roncarolo to any Board committee and she is not currently expected to be named to a Board committee. The Board has determined that Dr. Roncarolo is independent under the Company’s Corporate Governance Guidelines, applicable U.S. Securities and Exchange Commission (the “SEC”) requirements and Nasdaq listing standards. There is no transaction involving Dr. Roncarolo that requires disclosure under Item 404(a) of Regulation S-K. 

As of the Effective Date, Dr. Roncarolo will participate in the Company’s non-employee director compensation arrangements, which are generally described under the heading “Non-Employee Director Compensation” in the Company’s Proxy Statement for its 2020 Annual Meeting of Stockholders as filed with the SEC on April 22, 2020. Under these arrangements, Dr. Roncarolo will receive an annual retainer of $45,000 starting on the Effective Date, with payment pro-rated for any partial period of service. In addition, on the Effective Date, Dr. Roncarolo received an option to purchase 59,500 shares of the Company’s Common Stock, 1/3rd of which will vest on the first, second and third anniversaries of the grant date, subject to her continuous service as a member of the Board. The Company also entered into its standard form of indemnification agreement with Dr. Roncarolo.


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Atara Biotherapeutics, Inc.




/s/ Utpal Koppikar


Utpal Koppikar


Chief Financial Officer

Date: May 12, 2020