SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Schedule 13G
(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

(Amendment No. ___)*

 

Atara Biotherapeutics, Inc.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

046513107

(CUSIP Number)

 

December 31, 2014

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨

Rule 13d-1(b)

 

¨

Rule 13d-1(c)

 

x

Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

(Continued on following pages)

 

Page 1 of 9

Exhibit Index on Page 8

 

 

CUSIP 046513107

Page 2 of 9

 

1	NAME OF REPORTING PERSONS          Kleiner Perkins Caufield & Byers XV, LLC (“KPCB XV”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)      ¨      (b)      x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 2,599,028 shares, except that KPCB XV Associates, LLC (“Associates”), the managing member of KPCB XV, may be deemed to have sole power to vote these shares.
	6	SHARED VOTING POWER See response to row 5.
	7	SOLE DISPOSITIVE POWER 2,599,028 shares, except that Associates, the managing member of KPCB XV, may be deemed to have sole power to dispose of these shares.
	8	SHARED DISPOSITIVE POWER See response to row 7.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                                                                                                                   2,599,028
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES                                                                                                                     ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 12.9%
12	TYPE OF REPORTING PERSON OO

 

 

CUSIP 046513107

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1	NAME OF REPORTING PERSONS          KPCB XV Founders Fund, LLC (“KPCB XV Founders”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)      ¨      (b)      x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 77,622 shares, except that Associates, the managing member of KPCB XV Founders, may be deemed to have sole power to vote these shares.
	6	SHARED VOTING POWER See response to row 5.
	7	SOLE DISPOSITIVE POWER 77,622 shares, except that Associates, the managing member of KPCB XV, may be deemed to have sole power to dispose of these shares.
	8	SHARED DISPOSITIVE POWER See response to row 7.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                                                                                                                     77,622
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES                                                                                                                     ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.4%
12	TYPE OF REPORTING PERSON OO

 

 

CUSIP 046513107

Page 4 of 9

 

1	NAME OF REPORTING PERSONS          KPCB XV Associates, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)      ¨      (b)      x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 2,676,650 shares, of which 2,599,028 are directly owned by KPCB XV and 77,622 are directly owned by KPCB XV Founders. Associates, the managing member of KPCB XV and KPCB XV Founders, may be deemed to have sole power to vote these shares.
	6	SHARED VOTING POWER See response to row 5.
	7	SOLE DISPOSITIVE POWER 2,676,650 shares, of which 2,599,028 are directly owned by KPCB XV and 77,622 are directly owned by KPCB XV Founders. Associates, the managing member of KPCB XV and KPCB XV Founders, may be deemed to have sole power to dispose of these shares.
	8	SHARED DISPOSITIVE POWER See response to row 7.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                                                                                                                  2,676,650
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES                                                                                                                     ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 13.2%
12	TYPE OF REPORTING PERSON OO

 

 

CUSIP 046513107

Page 5 of 9

 

ITEM 1(A).	NAME OF ISSUER
	Atara Biotherapeutics, Inc. (the “Issuer”)
ITEM 1(B).	ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
	3260 Bayshore Blvd.
	Brisbane, CA 94005
ITEM 2(A).	NAME OF PERSONS FILING
	This Schedule is filed by Kleiner Perkins Caufield & Byers XV, LLC, a Delaware limited liability company, KPCB XV Founders Fund, LLC, a Delaware limited liability company, and KPCB XV Associates, LLC, a Delaware limited liability company. The foregoing entities are collectively referred to as the “Reporting Persons.”
ITEM 2(B).	ADDRESS OF PRINCIPAL OFFICE
	The address for each of the Reporting Persons is:
	c/o Kleiner Perkins Caufield & Byers
	2750 Sand Hill Road
	Menlo Park, California 94025
ITEM 2(C).	CITIZENSHIP
	See Row 4 of cover page for each Reporting Person.
ITEM 2(D).	TITLE OF CLASS OF SECURITIES
	Common Stock, $ 0.0001 par value per share.
ITEM 2(E).	CUSIP NUMBER
	046513107
ITEM 3.	If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
	Not applicable.
ITEM 4.	OWNERSHIP
	The following information with respect to the ownership of the ordinary shares of the Issuer by the persons filing this Statement is provided as of December 31, 2014:

 

(a)

Amount beneficially owned: See Row 9 of cover page for each Reporting Person.

 

(b)

Percent of Class: See Row 11 of cover page for each Reporting Person.

 

(c)

Number of shares as to which such person has:

 

 

CUSIP 046513107

Page 6 of 9

 

(i)

Sole power to vote or to direct the vote: See Row 5 of cover page for each Reporting Person.

 

(ii)

Shared power to vote or to direct the vote:

 

See Row 6 of cover page for each Reporting Person.

 

(iii)

Sole power to dispose or to direct the disposition of:

 

See Row 7 of cover page for each Reporting Person.

 

(iv)

Shared power to dispose or to direct the disposition of: See Row 8 of cover page for each Reporting Person.

 

ITEM 5.	OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
	Not applicable.
ITEM 6.	OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
	Under certain circumstances set forth in the limited liability company agreements of the Reporting Persons, the members of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the Issuer owned by each such entity of which they are a member.
ITEM 7.	IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
	Not applicable.
ITEM 8.	IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
	Not applicable.
ITEM 9.	NOTICE OF DISSOLUTION OF GROUP.
	Not applicable.
ITEM 10.	CERTIFICATION.
	Not applicable.

 

 

CUSIP 046513107

Page 7 of 9

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: February 11, 2015

 

	KLEINER PERKINS CAUFIELD & BYERS XV, LLC, a Delaware limited liability company
	By: KPCB XV ASSOCIATES, LLC, a Delaware limited liability company, its managing member
	By:	/s/ Paul Vronsky
		Paul Vronsky
		General Counsel
	KPCB XV FOUNDERS FUND, LLC, a Delaware limited liability company
	By: KPCB XV ASSOCIATES, LLC, a Delaware limited liability company, its managing member
	By:	/s/ Paul Vronsky
		Paul Vronsky
		General Counsel
	KPCB XV ASSOCIATES, LLC, a Delaware limited liability company
	By:	/s/ Paul Vronsky
		Paul Vronsky
		General Counsel

 

 

CUSIP 046513107

Page 8 of 9

 

EXHIBIT INDEX

 

		Found on Sequentially
Exhibit		Numbered Page
Exhibit A:  Agreement of Joint Filing		9

 

 

CUSIP 046513107

Page 9 of 9

 

exhibit A

 

Agreement of Joint Filing

 

The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the common stock of the Issuer shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.

 

Date: February 11, 2015

 

	KLEINER PERKINS CAUFIELD & BYERS XV, LLC, a Delaware limited liability company
	By: KPCB XV ASSOCIATES, LLC, a Delaware limited liability company, its managing member
	By:	/s/ Paul Vronsky
		Paul Vronsky
		General Counsel
	KPCB XV FOUNDERS FUND, LLC, a Delaware limited liability company
	By: KPCB XV ASSOCIATES, LLC, a Delaware limited liability company, its managing member
	By:	/s/ Paul Vronsky
		Paul Vronsky
		General Counsel
	KPCB XV ASSOCIATES, LLC, a Delaware limited liability company
	By:	/s/ Paul Vronsky
		Paul Vronsky
		General Counsel