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: 2021-03-15

Reporting Person: Risico Joseph A (Chief Legal Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-15	Common Stock	M	111524	$9.72	Acquired	290409	Direct
2021-03-15	Common Stock	S	56538	$31.1383	Disposed	233871	Direct
2021-03-15	Common Stock	S	41319	$31.8398	Disposed	192552	Direct
2021-03-15	Common Stock	S	13628	$32.9816	Disposed	178924	Direct
2021-03-15	Common Stock	S	39	$33.66	Disposed	178885	Direct
2021-03-16	Common Stock	S	38756	$29.8345	Disposed	140129	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-15	Employee Stock Option (Right to Buy)	$9.72	M	111524	Disposed	2028-12-28	Common Stock (111524)	Direct

Footnotes

F1: 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.

F2: 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.

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 $30.62 to $31.62, 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 $31.63 to $32.63, 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 $32.64 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.

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 $29.26 to $30.25, 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: 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.

F8: 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.