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: Zahut Roi Zion (Chief Technology Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-10	Common Stock	S	13567	$31.6652	Disposed	188142	Direct
2021-03-10	Common Stock	S	1674	$33.1309	Disposed	186468	Direct
2021-03-10	Common Stock	S	9332	$33.9628	Disposed	177136	Direct
2021-03-10	Common Stock	S	6172	$35.1264	Disposed	170964	Direct
2021-03-10	Common Stock	S	10794	$36.163	Disposed	160170	Direct
2021-03-10	Common Stock	S	7777	$37.1644	Disposed	152393	Direct
2021-03-10	Common Stock	S	1669	$37.9745	Disposed	150724	Direct
2021-03-11	Common Stock	S	1614	$31.7697	Disposed	149110	Direct
2021-03-12	Common Stock	M	48065	$10.00	Acquired	197175	Direct
2021-03-12	Common Stock	S	48032	$33.1635	Disposed	149143	Direct
2021-03-12	Common Stock	S	33	$34.05	Disposed	149110	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-12	Employee Stock Option (right to buy)	$10.00	M	48065	Disposed	2029-06-12	Common Stock (48065)	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 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.51 to $32.45, inclusive. The reporting person undertakes to provide Aterian, Inc. (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein in this footnote.

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

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

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

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

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

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

F9: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.51 to $32.00, inclusive. The reporting person undertakes to provide the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein in this footnote.

F10: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.02 to $34.00, inclusive. The reporting person undertakes to provide the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein in this footnote.

F11: 1/3rd of the number of shares subject to the option vested on January 15, 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.

F12: 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.