Aterian, Inc. — Director's Dealing 2021

Dec 23, 2021

SEC Form 4/A — Form 4/A

Issuer: Aterian, Inc. (ATER)
CIK: 0001757715
Period of Report: 2021-03-10

Reporting Person: Pascal Tomer (Chief Revenue Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-10	Common Stock	S	17700	$31.6657	Disposed	281392	Direct
2021-03-10	Common Stock	S	2190	$33.1307	Disposed	279202	Direct
2021-03-10	Common Stock	S	12202	$33.9631	Disposed	267000	Direct
2021-03-10	Common Stock	S	8071	$35.1263	Disposed	258929	Direct
2021-03-10	Common Stock	S	14108	$36.1629	Disposed	244821	Direct
2021-03-10	Common Stock	S	10169	$37.1644	Disposed	234652	Direct
2021-03-10	Common Stock	S	2187	$37.9744	Disposed	232465	Direct
2021-03-11	Common Stock	S	2107	$31.7698	Disposed	230358	Direct
2021-03-11	Common Stock	M	20000	$9.72	Acquired	250358	Direct
2021-03-11	Common Stock	S	20000	$34.5285	Disposed	230358	Direct
2021-03-12	Common Stock	M	20000	$9.72	Acquired	250358	Direct
2021-03-12	Common Stock	S	20000	$32.8828	Disposed	230358	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-11	Employee Stock Option (right to buy)	$9.72	M	20000	Disposed	2028-12-28	Common Stock (20000)	Direct
2021-03-12	Employee Stock Option (right to buy)	$9.72	M	20000	Disposed	2028-12-28	Common Stock (20000)	Direct

Footnotes

F1: Shares were automatically sold by the Reporting Person on a non-discretionary basis solely to satisfy tax withholding obligations upon the previously scheduled vesting of restricted stock awards for which the March 10, 2021 vesting date was approved on December 14, 2020.

F2: The price reported in Column 4 of Table I is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.51 to $32.45, inclusive. The holder undertakes to provide to the issuer, any security holder of the issuer, or staff of the Securities Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F3: The price reported in Column 4 of Table I is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.62 to $33.60, inclusive. The holder undertakes to provide to the issuer, any security holder of the issuer, or staff of the Securities Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F4: The price reported in Column 4 of Table I is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.63 to $34.63, inclusive. The holder undertakes to provide to the issuer, any security holder of the issuer, or staff of the Securities Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F5: The price reported in Column 4 of Table I is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.64 to $35.63, inclusive. The holder undertakes to provide to the issuer, any security holder of the issuer, or staff of the Securities Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F6: The price reported in Column 4 of Table I is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.69 to $36.68, inclusive. The holder undertakes to provide to the issuer, any security holder of the issuer, or staff of the Securities Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F7: The price reported in Column 4 of Table I is a weighted average price. These shares were sold in multiple transactions at prices ranging from $36.71 to $37.71, inclusive. The holder undertakes to provide to the issuer, any security holder of the issuer, or staff of the Securities Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F8: The price reported in Column 4 of Table I is a weighted average price. These shares were sold in multiple transactions at prices ranging from $37.72 to $38.16, inclusive. The holder undertakes to provide to the issuer, any security holder of the issuer, or staff of the Securities Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F9: The price reported in Column 4 of Table I is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.51 to $32.00, inclusive. The holder undertakes to provide to the issuer, any security holder of the issuer, or staff of the Securities Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. (10) The price reported in Column 4 of Table I is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.28 to $34.66, inclusive. The holder undertakes to provide to the issuer, any security holder of the issuer, or staff of the Securities Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F10: The price reported in Column 4 of Table I is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.28 to $34.66, inclusive. The holder undertakes to provide to the issuer, any security holder of the issuer, or staff of the Securities Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F11: The price reported in Column 4 of Table I is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.55 to $33.40, inclusive. The holder undertakes to provide to the issuer, any security holder of the issuer, or staff of the Securities Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F12: 1/3rd of the number of shares subject to the option vested on October 11, 2019 and 1/36th of the number of shares subject to the option shall vest following each one month period thereafter, subject to the Reporting Person's continued service to the Issuer through each such vesting date.

F13: All of the unvested shares subject to the option shall vest upon either: (i) the accumulation, by means of any transaction or series of related transactions, whether directly or indirectly, beneficially or of record, by any individual and/or entity of more than 50% the outstanding shares of common stock of the Issuer, whether by merger, consolidation, sale or other transfer of shares of the Issuer's common stock, so long as the holders of the Issuer's common stock, immediately after such transaction or series of transactions, hold less than 50% of the common stock of the Issuer or the voting securities of the surviving or acquiring entity or (ii) a sale of all or substantially all of the assets of the Issuer, which may include a license transaction.

F14: Includes an option exercisable for 166,666 shares previously held by ELZ Ventures LTD, an entity of which the Reporting Person is the sole owner, which were transferred by ELZ Ventures LTD to the Reporting Person on December 14, 2020 and are now owned directly by the Reporting Person.