Redmile Group, LLC 4

What Happened
Redmile Group, LLC (reported as a director) exercised multiple pre-funded warrants in Atara Biotherapeutics on July 22, 2026. The cashless exercise converted a total of 195,211 warrant-equivalent shares; 60 shares were withheld to pay the aggregate exercise price and the remaining 195,151 shares were issued to funds managed by Redmile. The transactions are reported as derivative exercises (code M) with a related withholding (code F) to satisfy the exercise/tax obligation.

Key Details

• Transaction date: July 22, 2026; Form 4 filed July 24, 2026 (timely filing).
• Conversion/issuance: 195,211 warrant-equivalent shares converted; 195,151 shares issued to the Funds; 60 shares withheld to pay exercise price.
• Price: Cashless exercise resulted in $0 cash paid at settlement; underlying pre-funded warrants generally have an exercise price of $0.0025 per share (see footnotes for variations and non-expiration in some warrants).
• Codes: M = exercise/conversion of derivative; F = shares withheld to cover exercise/tax.
• Ownership: Reported securities are directly owned by private funds managed by Redmile; Redmile and Jeremy Green disclaim beneficial ownership except to the extent of any pecuniary interest (see Footnote F4).
• Restrictions: The pre-funded warrants are subject to a ~9.99% beneficial ownership blocker per the warrant terms (see footnotes).
• Filing timeliness: Reported two days after the transaction (appears timely under Section 16 rules).

Context

• Cashless exercise explained: Instead of paying cash, a portion of the shares that would have been issued was withheld (60 shares) to cover the exercise price; the rest (195,151 shares) were issued to the Funds.
• Nature of reporting persons: This is institutional/fund activity (Redmile-managed funds), not a direct executive open-market buy or sell. The filing notes that Mr. Nachi Subramanian was elected to the board as Redmile’s representative, which makes the Reporting Persons directors by deputization for Section 16 purposes.
• Footnote highlights: Different tranches of pre-funded warrants have varying original issuance dates, exercise-price specifics (commonly $0.0025, with some tranches at $0.0001), and some have no expiration—see the filing’s footnotes for details.