SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
EDELMAN JOSEPH

(Last) (First) (Middle)
C/O ATHIRA PHARMA, INC.
4000 MASON ROAD, SUITE 300

(Street)
SEATTLE WA 98195

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
09/17/2020
3. Issuer Name and Ticker or Trading Symbol
Athira Pharma, Inc. [ ATHA ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock(1) 411,196 I See Footnote(2)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series B Preferred Stock(1) (3) (3) Common Stock 1,644,785 (3) I See Footnote(2)
Stock Option (Right to Buy)(1) (4) 09/16/2030 Common Stock 27,742 17 D
Explanation of Responses:
1. Reflects a 7.9302-for-1 reverse stock split of the outstanding shares of the Issuer effected September 11, 2020.
2. The securities are directly held by Perceptive Life Sciences Master Fund Ltd. (the "Master Fund"). Perceptive Advisors LLC (the "Advisor") serves as the investment manager of Master Fund. Joseph Edelman is the managing member of the Advisor. Mr. Edelman disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his indirect pecuniary interest therein, and this report shall not be deemed an admission that Mr. Edelman is the beneficial owner of such securities for purposes of Section 16 or for any other purposes.
3. The Series B Preferred Stock is convertible into shares of the Issuers Common Stock on a 1-for-1 basis, and will automatically convert to shares of the Issuers Common Stock upon the closing of the Issuers initial public offering on a 1-for-1 basis. These shares have no expiration date.
4. One-thirty-sixth of the shares subject to the option will vest on October 17, 2020 and one-thirty-sixth of the shares subject to the option will vest each month thereafter.
Remarks:
Glenna Mileson, Attorney in fact for Joseph Edelman 09/17/2020
** 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 5 (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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