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*
Litton Mark James

(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Operating Officer
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) 50,440 D
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) (2) (3) Common Stock 13,126 $0.00 D
Series B-1 Preferred Stock(1) (4) (3) Common Stock 6,563 $0.00 I By Irrevocable Trust of OSL
Series B-1 Preferred Stock(1) (4) (3) Common Stock 6,563 $0.00 I By Irrevocable Trust of SWL
Series B-1 Preferred Stock(1) (4) (3) Common Stock 6,563 $0.00 I By Irrevocable Trust of WGL
Stock Option (Right to Buy)(1) (5) 08/14/2029 Common Stock 151,320 $1.35 D
Stock Option (Right to Buy)(1) (6) 09/16/2030 Common Stock 46,657 $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 Series B Preferred Stock 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.
3. Each share has no expiration date.
4. The Series B-1 Preferred Stock 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.
5. One-fourth of the shares subject to the option vested on July 1, 2020 and one-fourth of the shares subject to the option vest on each year thereafter.
6. One-fourth of the shares subject to the option will vest on August 26, 2021 and one-fourth of the shares subject to the option vest on each year thereafter.
Remarks:
Glenna Mileson, Attorney in fact for Mark Litton 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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