SEC Filing | aTyr Pharma

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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^*

Nashat Amir

(Last)

(First)

(Middle)

C/O ATYR PHARMA, INC.

3545 JOHN HOPKINS COURT, SUITE #250

(Street)

SAN DIEGO

92121

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
aTYR PHARMA INC [ LIFE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
Former 10% Owner

3. Date of Earliest Transaction (Month/Day/Year)
05/12/2015

4. 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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								12,572	D
Common Stock	05/12/2015		C		1,674,825	A	⁽¹⁾	1,674,825⁽²⁾	I	By Polaris Venture Partners V, L.P.⁽³⁾⁽⁴⁾
Common Stock	05/12/2015		C		32,642	A	⁽¹⁾	32,642⁽²⁾	I	By Polaris Venture Partners Entrepreneurs' Fund V, L.P.⁽⁵⁾
Common Stock	05/12/2015		C		11,472	A	⁽¹⁾	11,472⁽²⁾	I	By Polaris Venture Partners Founders' Fund V, L.P.⁽⁶⁾
Common Stock	05/12/2015		C		16,748	A	⁽¹⁾	16,748⁽²⁾	I	Polaris Venture Partners Special Founders' Fund V, L.P.⁽⁷⁾
Common Stock	05/12/2015		C		89,069	A	⁽⁸⁾	1,763,894⁽⁹⁾	I	By Polaris Venture Partners V, L.P.⁽³⁾⁽⁴⁾
Common Stock	05/12/2015		C		1,736	A	⁽⁸⁾	34,378⁽⁹⁾	I	By Polaris Venture Partners Entrepreneurs' Fund V, L.P.⁽⁵⁾
Common Stock	05/12/2015		C		610	A	⁽⁸⁾	12,082⁽⁹⁾	I	By Polaris Venture Partners Founders' Fund V, L.P.⁽⁶⁾
Common Stock	05/12/2015		C		890	A	⁽⁸⁾	17,638⁽⁹⁾	I	Polaris Venture Partners Special Founders' Fund V, L.P.⁽⁷⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series B Redeemable Convertible Preferred Stock	⁽¹⁾	05/12/2015		C			3,473,763	⁽¹⁾	⁽¹⁾	Common Stock	436,725⁽²⁾	$0.00	0	I	By Polaris Venture Partners V, L.P.⁽³⁾⁽⁴⁾
Series B Redeemable Convertible Preferred Stock	⁽¹⁾	05/12/2015		C			67,704	⁽¹⁾	⁽¹⁾	Common Stock	8,512⁽²⁾	$0.00	0	I	By Polaris Venture Partners Entrepreneurs' Fund V, L.P.⁽⁵⁾
Series B Redeemable Convertible Preferred Stock	⁽¹⁾	05/12/2015		C			23,796	⁽¹⁾	⁽¹⁾	Common Stock	2,992⁽²⁾	$0.00	0	I	By Polaris Venture Partners Founders' Fund V, L.P.⁽⁶⁾
Series B Redeemable Convertible Preferred Stock	⁽¹⁾	05/12/2015		C			34,737	⁽¹⁾	⁽¹⁾	Common Stock	4,367⁽²⁾	$0.00	0	I	Polaris Venture Partners Special Founders' Fund V, L.P.⁽⁷⁾
Series B-2 Redeemable Convertible Preferred Stock	⁽¹⁾	05/12/2015		C			4,168,683	⁽¹⁾	⁽¹⁾	Common Stock	524,090⁽²⁾	$0.00	0	I	By Polaris Venture Partners V, L.P.⁽³⁾⁽⁴⁾
Series B-2 Redeemable Convertible Preferred Stock	⁽¹⁾	05/12/2015		C			81,248	⁽¹⁾	⁽¹⁾	Common Stock	10,214⁽²⁾	$0.00	0	I	By Polaris Venture Partners Entrepreneurs' Fund V, L.P.⁽⁵⁾
Series B-2 Redeemable Convertible Preferred Stock	⁽¹⁾	05/12/2015		C			28,556	⁽¹⁾	⁽¹⁾	Common Stock	3,590⁽²⁾	$0.00	0	I	By Polaris Venture Partners Founders' Fund V, L.P.⁽⁶⁾
Series B-2 Redeemable Convertible Preferred Stock	⁽¹⁾	05/12/2015		C			41,686	⁽¹⁾	⁽¹⁾	Common Stock	5,241⁽²⁾	$0.00	0	I	By Polaris Venture Partners Special Founders' Fund V, L.P.⁽⁷⁾
Series C Redeemable Convertible Preferred Stock	⁽¹⁾	05/12/2015		C			4,208,756	⁽¹⁾	⁽¹⁾	Common Stock	529,128⁽²⁾	$0.00	0	I	By Polaris Venture Partners V, L.P.⁽³⁾⁽⁴⁾
Series C Redeemable Convertible Preferred Stock	⁽¹⁾	05/12/2015		C			82,029	⁽¹⁾	⁽¹⁾	Common Stock	10,313⁽²⁾	$0.00	0	I	By Polaris Venture Partners Entrepreneurs' Fund V, L.P.⁽⁵⁾
Series C Redeemable Convertible Preferred Stock	⁽¹⁾	05/12/2015		C			28,831	⁽¹⁾	⁽¹⁾	Common Stock	3,624⁽²⁾	$0.00	0	I	By Polaris Venture Partners Founders' Fund V, L.P.⁽⁶⁾
Series C Redeemable Convertible Preferred Stock	⁽¹⁾	05/12/2015		C			42,087	⁽¹⁾	⁽¹⁾	Common Stock	5,291⁽²⁾	$0.00	0	I	By Polaris Venture Partners Special Founders' Fund V, L.P.⁽⁷⁾
Series D Redeemable Convertible Preferred Stock	⁽¹⁾	05/12/2015		C			1,470,577	⁽¹⁾	⁽¹⁾	Common Stock	184,882⁽²⁾	$0.00	0	I	By Polaris Venture Partners V, L.P.⁽³⁾⁽⁴⁾
Series D Redeemable Convertible Preferred Stock	⁽¹⁾	05/12/2015		C			28,661	⁽¹⁾	⁽¹⁾	Common Stock	3,603⁽²⁾	$0.00	0	I	By Polaris Venture Partners Entrepreneurs' Fund V, L.P.⁽⁵⁾
Series D Redeemable Convertible Preferred Stock	⁽¹⁾	05/12/2015		C			10,074	⁽¹⁾	⁽¹⁾	Common Stock	1,266⁽²⁾	$0.00	0	I	By Polaris Venture Partners Founders' Fund V, L.P.⁽⁶⁾
Series D Redeemable Convertible Preferred Stock	⁽¹⁾	05/12/2015		C			14,706	⁽¹⁾	⁽¹⁾	Common Stock	1,849⁽²⁾	$0.00	0	I	By Polaris Venture Partners Special Founders' Fund V, L.P.⁽⁷⁾
Series E Redeemable Convertible Preferred Stock	⁽⁸⁾	05/12/2015		C			862,318	⁽⁸⁾	⁽⁸⁾	Common Stock	89,069⁽⁹⁾	$0.00	0	I	By Polaris Venture Partners V, L.P.⁽³⁾⁽⁴⁾
Series E Redeemable Convertible Preferred Stock	⁽⁸⁾	05/12/2015		C			16,806	⁽⁸⁾	⁽⁸⁾	Common Stock	1,736⁽⁹⁾	$0.00	0	I	By Polaris Venture Partners Entrepreneurs' Fund V, L.P.⁽⁵⁾
Series E Redeemable Convertible Preferred Stock	⁽⁸⁾	05/12/2015		C			5,906	⁽⁸⁾	⁽⁸⁾	Common Stock	610⁽⁹⁾	$0.00	0	I	By Polaris Venture Partners Founders' Fund V, L.P.⁽⁶⁾
Series E Redeemable Convertible Preferred Stock	⁽⁸⁾	05/12/2015		C			8,623	⁽⁸⁾	⁽⁸⁾	Common Stock	890⁽⁹⁾	$0.00	0	I	By Polaris Venture Partners Special Founders' Fund V, L.P.⁽⁷⁾

Explanation of Responses:

1. The aggregate number of shares of Issuer's Preferred Stock held by the Reporting Person converted into Common Stock immediately prior to the closing of the Issuer's initial public offering and has no expiration date. These shares converted into Common Stock on a 1-for-7.95413 basis.

2. Reflects a 1-for-7.95413 stock conversion of the Issuer's Preferred Stock into Common Stock which became effective immediately prior to the closing of the Issuer's initial public offering.

3. These shares are owned directly by Polaris Venture Partners V, L.P. ("Polaris V"), whose sole general partner is Polaris Venture Management Co. V, LLC ("Polaris Management"). The Reporting Person, who is a member of the Issuer's Board of Directors, is a member of Polaris Management, and in his capacity with regard to Polaris Management, may be deemed to have shared voting and dispositive power over the shares held by each of Polaris V, Polaris Venture Partners Entrepreneurs' Fund V, L.P. ("Polaris Entrepreneurs' V"), Polaris Venture Partners Founders' Fund V, L.P. ("Polaris Founders' V") and Polaris Venture Partners Special Founders' Fund V, L.P. ("Polaris Special Founders' V", and together with Polaris V, Polaris Entrepreneurs' V and Polaris Founders' V, the "Polaris V Funds").

4. (Continued from footnote 3) The Reporting Person disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that he is the beneficial owner of such securities for purposes of Section 16 or any other purpose, except to the extent of his pecuniary interest therein.

5. These shares are owned directly by Polaris Entrepreneurs' V, whose sole general partner is Polaris Management. The Reporting Person, who is a member of the Issuer's Board of Directors, is a member of Polaris Management, and in his capacity with regard to Polaris Management, may be deemed to have shared voting and dispositive power over the shares held by each of the Polaris V Funds. The Reporting Person disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that he is the beneficial owner of such securities for purposes of Section 16 or any other purpose, except to the extent of his pecuniary interest therein.

6. These shares are owned directly by Polaris Founders' V, whose sole general partner is Polaris Management. The Reporting Person, who is a member of the Issuer's Board of Directors, is a member of Polaris Management, and in his capacity with regard to Polaris Management, may be deemed to have shared voting and dispositive power over the shares held by each of the Polaris V Funds. The Reporting Person disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that he is the beneficial owner of such securities for purposes of Section 16 or any other purpose, except to the extent of his pecuniary interest therein.

7. These shares are owned directly by Polaris Special Founders' V, whose sole general partner is Polaris Management. The Reporting Person, who is a member of the Issuer's Board of Directors, is a member of Polaris Management, and in his capacity with regard to Polaris Management, may be deemed to have shared voting and dispositive power over the shares held by each of the Polaris V Funds. The Reporting Person disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that he is the beneficial owner of such securities for purposes of Section 16 or any other purpose, except to the extent of his pecuniary interest therein.

8. The aggregate number of shares of Issuer's Preferred Stock held by the Reporting Person converted into Common Stock immediately prior to the closing of the Issuer's initial public offering and has no expiration date. These shares converted into Common Stock on a 1-for-9.6814 basis.

9. Reflects a 1-for 9.6814 stock conversion of the Issuer's Preferred Stock into Common Stock which became effective immediately prior to the closing of the Issuer's initial public offering.

Remarks:

	/s/Nancy Krueger, as Attorney-in-Fact	05/14/2015
	** 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).
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