Sec Form 4 Filing - Levy Guy @ BioAtla, Inc. - 2020-12-18

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Levy Guy 2. Issuer Name and Ticker or Trading Symbol BioAtla, Inc. [ BCAB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O SOLEUS PRIVATE EQUITY GP I, LLC, 104 FIELD POINT ROAD, 2ND FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 12/18/2020 (Street) GREENWICH, CT06830 4. If Amendment, Date Original Filed (MM/DD/YY) 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 12/18/2020 C 1,790,472 A $ 0 1,790,472 I See footnote ( 1 ) Common Stock 12/18/2020 P 1,055,557 A $ 18 1,055,557 I See footnote ( 2 ) Common Stock 12/18/2020 P 333,333 A $ 18 333,333 I See footnote ( 3 ) Common Stock 14,871 ( 5 ) D

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. Ownersh ip 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 Series D Convertible Preferred Stock ( 4 ) 12/18/2020 C 1,790,472 ( 4 ) ( 4 ) Common Stock 1,790,472 $ 0 0 I See footnote ( 1 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Levy Guy C/O SOLEUS PRIVATE EQUITY GP I, LLC 104 FIELD POINT ROAD, 2ND FLOOR GREENWICH, CT06830 X Signatures Guy Levy /s/ Guy Levy 12/22/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The securities reported in this row are owned directly by Soleus Private Equity Fund I, L.P. ("Soleus PE"). Soleus Private Equity GP I, LLC ("Soleus GP") is the sole general partner of Soleus PE. Soleus GP holds voting and dispositive power over the shares held by Soleus PE. Soleus PE GP I, LLC ("Soleus PE GP") is the sole manager of Soleus GP. Mr. Guy Levy is the sole managing member of Soleus PE GP. Each of Mr. Guy Levy, Soleus PE GP and Soleus GP disclaims beneficial ownership of these securities held by Soleus PE and this report shall not be deemed an admission that they are the beneficial owners of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein. ( 2 )The securities reported in this row are held by Soleus Capital Master Fund, L.P. ("Master Fund"). Soleus Capital, LLC is the sole general partner of Master Fund and thus holds voting and dispositive power over the shares held by Master Fund. Soleus Capital Group, LLC is the sole managing member of Soleus Capital, LLC. Mr. Guy Levy is the sole managing member of Soleus Capital Group, LLC. Each of Soleus Capital Group, LLC, Soleus Capital, LLC and Mr. Guy Levy disclaims beneficial ownership of these securities held by Master Fund and this report shall not be deemed an admission that they are the beneficial owners of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein. These securities were purchased in the Issuer's initial public offering. ( 3 )The securities reported in this row are held by Soleus BA SPV, LLC ("Soleus SPV "). Soleus GP is the sole managing member of Soleus SPV. Soleus GP holds voting and dispositive power over the shares held by Soleus SPV. Soleus PE GP is the sole manager of Soleus GP. Mr. Guy Levy is the sole managing member of Soleus PE GP. Each of Soleus GP, Soleus PE GP and Mr. Guy Levy disclaims beneficial ownership of these securities held by Soleus SPV and this report shall not be deemed an admission that they are the beneficial owners of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein. These securities were purchased in the Issuer's initial public offering. ( 4 )The shares of Series D Convertible Preferred Stock automatically converted into 1,790,472 shares of common stock upon the closing of the Issuer's initial public offering. These amounts reflect a 1-for-13 reverse stock split that became effective on December 2, 2020. ( 5 )Consists of 14,871 restricted stock units ("RSUs"). 33.3% of the RSUs vest on December 7, 2021, with the remainder vesting in 24 substantially equal monthly installments thereafter, subject to Mr. Guy Levy's continued service through the applicable vesting dates.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.