Sec Form 4/A Filing - Sarig Yaniv Zion @ Aterian, Inc. - 2021-03-10

FORM 4/A 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 Sarig Yaniv Zion 2. Issuer Name and Ticker or Trading Symbol Aterian, Inc. [ ATER] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) See Remarks (Last) (First) (Middle) C/O ATERIAN, INC., 37 E 18TH STREET, 7TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 03/10/2021 (Street) NEW YORK, NY10003 4. If Amendment, Date Original Filed (MM/DD/YY) 03/15/2021 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 03/10/2021 S( 1 ) 5,211 D $ 31.6644 ( 2 ) 254,615 D Common Stock 03/10/2021 S( 1 ) 636 D $ 33.1314 ( 3 ) 253,979 D Common Stock 03/10/2021 S( 1 ) 3,563 D $ 33.9627 ( 4 ) 250,416 D Common Stock 03/10/2021 S( 1 ) 2,353 D $ 35.1265 ( 5 ) 248,063 D Common Stock 03/10/2021 S( 1 ) 4,123 D $ 36.1631 ( 6 ) 243,940 D Common Stock 03/10/2021 S( 1 ) 2,970 D $ 37.1642 ( 7 ) 240,970 D Common Stock 03/10/2021 S( 1 ) 638 D $ 37.9746 ( 8 ) 240,332 D Common Stock 03/11/2021 M( 9 ) 282,051 A $ 9.72 522,383 D Common Stock 03/11/2021 S( 1 ) 254,860 D $ 31.808 ( 10 ) 267,523 D Common Stock 03/11/2021 S( 1 ) 13,114 D $ 32.895 ( 11 ) 254,409 D Common Stock 03/11/2021 S( 1 ) 6,440 D $ 33.7992 ( 12 ) 247,969 D Common Stock 03/11/2021 S( 1 ) 8,251 D $ 34.6034 ( 13 ) 239,718 D ( 14 )

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 Form 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 Employee StockOption (right to buy) $ 9.72 03/11/2021 M( 9 ) 282,051 ( 15 ) 12/28/2028 Common Stock 282,051 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sarig Yaniv Zion C/O ATERIAN, INC. 37 E 18TH STREET, 7TH FLOOR NEW YORK, NY10003 X See Remarks Signatures /s/ Yaniv Sarig 07/02/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )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. ( 3 )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. ( 4 )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. ( 5 )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. ( 6 )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. ( 7 )The price reported in Column 4 of Table I is a weighted average price. These shares were sold in multiple transactions at prices ranging f rom $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. ( 8 )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. ( 9 )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. ( 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 $31.445 to $32.445, 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. ( 11 )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 $32.45 to $33.45, 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. ( 12 )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 $33.53 to $34.52, 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. ( 13 )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 $34.60 to $34.7399, 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. ( 14 )776,315 shares held of record by the Sarig-Bulow Family Trust previously reported as indirect ownership by the Reporting Person are not being reported on this Form 4 and will not be reported on future Form 4's by the Reporting Person because the Reporting Person does not beneficially own such shares pursuant to the arrangements of the Trust. ( 15 )Pursuant to the initial terms of the option, 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 would vest following each one month period thereafter, subject to the Reporting Person's continued service to the Issuer through each such vesting date. The Issuer accelerated the vesting of 60,000 shares subject to the option to March 11, 2021.

Remarks: President and Chief Executive OfficerThis Form 4 is being amended and restated to correct the sales transactions that were previously reported, including correcting the date on which the sales occurred and the prices at which such sales occurred, and to correct the number of securities beneficially owned following the reported transactions.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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