Aterian, Inc. — Director's Dealing 2021

Jul 2, 2021

SEC Form 4/A — Form 4/A

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

Reporting Person: Chaouat-Fix Mihal (Chief Product Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-10	Common Stock	S	16615	$31.6653	Disposed	306825	Direct
2021-03-10	Common Stock	S	2049	$33.1306	Disposed	304776	Direct
2021-03-10	Common Stock	S	11429	$33.9629	Disposed	293347	Direct
2021-03-10	Common Stock	S	7554	$35.1264	Disposed	285793	Direct
2021-03-10	Common Stock	S	13224	$36.163	Disposed	272569	Direct
2021-03-10	Common Stock	S	9522	$37.1643	Disposed	263047	Direct
2021-03-10	Common Stock	S	2047	$37.9742	Disposed	261000	Direct
2021-03-11	Common Stock	S	1975	$31.7698	Disposed	259025	Direct
2021-03-12	Common Stock	M	862	$9.72	Acquired	259887	Direct
2021-03-12	Common Stock	M	31310	$4.80	Acquired	291197	Direct
2021-03-12	Common Stock	S	32139	$33.1184	Disposed	259058	Direct
2021-03-12	Common Stock	S	33	$34.05	Disposed	259025	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-12	Employee Stock Option (right to buy)	$9.72	M	862	Disposed	2028-12-28	Common Stock (862)	Direct
2021-03-12	Employee Stock Option (right to buy)	$4.80	M	31310	Disposed	2025-06-05	Common Stock (31310)	Direct

Footnotes

F1: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person 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.

F10: The option exercise reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 14, 2020.

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 $33.00 to $34.00, 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.

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: 1/4th of the number of shares subject to the option vested on June 16, 2015 and 1/48th of the number of shares subject to the option vested following each one month period of service thereafter.