Sec Form 4 Filing - Rock Springs Capital Management LP @ Atea Pharmaceuticals, Inc. - 2020-11-03

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Rock Springs Capital Management LP
2. Issuer Name and Ticker or Trading Symbol
Atea Pharmaceuticals, Inc. [ AVIR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
650 SOUTH EXETER ST. SUITE 1070,
3. Date of Earliest Transaction (MM/DD/YY)
11/03/2020
(Street)
BALTIMORE, MD21202
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11/03/2020 C 1,412,016 A 1,412,016 I See Footnote ( 2 )
Common Stock 11/03/2020 C 282,403 A 282,403 I See Footnote ( 3 )
Common Stock 11/03/2020 P 242,708 A $ 24 1,654,724 I See Footnote ( 2 )
Common Stock 11/03/2020 P 7,292 A $ 24 289,695 I See Footnote ( 3 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Fo rm of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series D Convertible Preferred Stock ( 1 ) 11/03/2020 C 890,313 ( 1 ) ( 1 ) Common Stock 890,313 ( 1 ) 0 I See Footnote ( 2 )
Series D-1 Convertible Preferred Stock ( 1 ) 11/03/2020 C 521,703 ( 1 ) ( 1 ) Common Stock 521,703 ( 1 ) 0 I See Footnote ( 2 )
Series D Convertible Preferred Stock ( 1 ) 11/03/2020 C 178,063 ( 1 ) ( 1 ) Common Stock 178,063 ( 1 ) 0 I See Footnote ( 3 )
Series D-1 Convertible Preferred Stock ( 1 ) 11/03/2020 C 104,340 ( 1 ) ( 1 ) Common Stock 104,340 ( 1 ) 0 I See Footnote ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Rock Springs Capital Management LP
650 SOUTH EXETER ST. SUITE 1070
BALTIMORE, MD21202
X
Rock Springs Capital Master Fund LP
C/O WALKERS CORPORATE LIMITED,
CAYMAN CO CENTER, 27 HOSPITAL ROAD
GEORAGE TOWN, E9KY-1-9008
X
Rock Springs Capital LLC
650 SOUTH EXETER ST. SUITE 1070
BALTIMORE, MD21202
X
Signatures
Rock Springs Capital Management LP, By: /s/ Kris Jenner, Member 11/04/2020
Signature of Reporting Person Date
Rock Springs Capital Master Fund LP, By: /s/ Kris Jenner, Member 11/04/2020
Signature of Reporting Person Date
Rock Springs Capital LLC, By: /s/ Kris Jenner, Member 11/04/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The preferred stock was convertible at any time, at the holder's election and had no expiration date. Each share of preferred stock was automatically converted into one share of common stock upon the closing of the Issuer's initial public offering of its common stock.
( 2 )The securities reported herein are held of record by Rock Springs Capital Master Fund LP ("Master Fund"). Rock Springs Capital LLC ("RSC") is the general partner of Rock Springs Capital Management LP ("RSCM") which is the investment manager to Master Fund. RSC and RSCM may therefore be deemed to have or share beneficial ownership of preferred stock held directly by Master Fund.
( 3 )The securities reported herein are held of record by Four Pines Master Fund LP ("Four Pines"). RSC is the general partner of RSCM which is the investment manager to Four Pines. RSC and RSCM may therefore be deemed to have or share beneficial ownership of the preferred stock held directly by Four Pines.

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