Statement of Ownership (sc 13g)
15 2월 2020 - 6:48AM
Edgar (US Regulatory)
SCHEDULE 13G
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Under the Securities Exchange Act of 1934
(Amendment No. )*
Atreca, Inc.
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(Name of Issuer)
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Class A common stock, par value $0.0001 per share
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(Title of Class of Securities)
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04965G109
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(CUSIP Number)
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December 31, 2019
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(Date of Event which Requires Filing of this Statement)
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Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule
13d-1(b)
¨ Rule
13d-1(c)
x Rule
13d-1(d)
*The remainder
of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover
page.
The information
required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of
the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act,
but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 04965G109
1
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NAMES OF REPORTING PERSONS
Baker Bros. Advisors LP
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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(a)
¨
(b)
¨
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3
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SEC
USE ONLY
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE
VOTING POWER
3,532,760
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6
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SHARED
VOTING POWER
-0-
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7
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SOLE
DISPOSITIVE POWER
3,532,760
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8
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SHARED
DISPOSITIVE POWER
-0-
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,532,760
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See
Instructions)
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¨
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
16.0% (1)
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12
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TYPE
OF REPORTING PERSON (See Instructions)
IA, PN
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(1)
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Based on 22,026,588 shares of Class A common stock (“Class A Common”) of Atreca, Inc. (the “Issuer”)
outstanding as of November 12, 2019 as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission
(“SEC”) on November 12, 2019.
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CUSIP No. 04965G109
1
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NAMES OF REPORTING PERSONS
Baker Bros. Advisors (GP) LLC
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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(a)
¨
(b)
¨
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3
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SEC
USE ONLY
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE
VOTING POWER
3,532,760
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6
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SHARED
VOTING POWER
-0-
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7
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SOLE
DISPOSITIVE POWER
3,532,760
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8
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SHARED
DISPOSITIVE POWER
-0-
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,532,760
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See
Instructions)
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¨
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
16.0% (1)
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12
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TYPE
OF REPORTING PERSON (See Instructions)
HC,OO
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(1)
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Based on 22,026,588 Class A Common outstanding as of November 12, 2019 as reported in the Issuer’s Form 10-Q filed with
the SEC on November 12, 2019.
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CUSIP No. 04965G109
1
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NAMES OF REPORTING PERSONS
Felix J. Baker
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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(a)
¨
(b)
¨
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3
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SEC
USE ONLY
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United States
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE
VOTING POWER
3,532,760
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6
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SHARED
VOTING POWER
-0-
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7
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SOLE
DISPOSITIVE POWER
3,532,760
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8
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SHARED
DISPOSITIVE POWER
-0-
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,532,760
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See
Instructions)
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¨
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
16.0% (1)
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12
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TYPE
OF REPORTING PERSON (See Instructions)
IN, HC
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(1)
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Based on 22,026,588 Class A Common outstanding as of November 12, 2019 as reported in the Issuer’s Form 10-Q filed with
the SEC on November 12, 2019.
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CUSIP No. 04965G109
1
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NAMES OF REPORTING PERSONS
Julian C. Baker
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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(a)
¨
(b)
¨
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3
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SEC
USE ONLY
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United States
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE
VOTING POWER
3,532,760
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6
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SHARED
VOTING POWER
-0-
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7
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SOLE
DISPOSITIVE POWER
3,532,760
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8
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SHARED
DISPOSITIVE POWER
-0-
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,532,760
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See
Instructions)
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¨
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
16.0% (1)
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12
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TYPE
OF REPORTING PERSON (See Instructions)
IN, HC
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(1)
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Based on 22,026,588 Class A Common outstanding as of November 12, 2019 as reported in the Issuer’s Form 10-Q filed with
the SEC on November 12, 2019.
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Schedule 13G
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Item 1(a)
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Name of Issuer:
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Atreca, Inc. (the “Issuer”)
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Item 1(b)
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Address of Issuer’s Principal Executive Offices:
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500 Saginaw Drive
Redwood City, CA 94063
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Item 2(a)
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Name of Person Filing:
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This Schedule 13G is being filed jointly by the Baker
Bros. Advisors LP (the “Adviser”), Baker Bros. Advisors (GP) LLC (the “Adviser GP”), Felix J. Baker and
Julian C. Baker (collectively, the “Reporting Persons”).
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Item 2(b)
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Address of Principal Business Office or, if None, Residence:
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The business address of each of
the Reporting Persons is:
c/o Baker Bros. Advisors LP
860 Washington Street, 3rd
Floor
New York, NY 10014
(212) 339-5690
The Adviser is a limited partnership organized under the laws of the State of Delaware. The Adviser GP is a limited liability
company organized under the laws of the State of Delaware. The citizenship of each of Julian C. Baker and Felix J. Baker is
the United States of America.
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Item 2(d)
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Title of Class of Securities
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Class A common stock, par value $0.0001 per share (“Class A Common”)
04965G109
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Item 3.
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If this statement is filed pursuant to §§240.13d-1(b) or (c), check whether the person filing is a:
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(a) ¨ Broker or dealer
registered under Section 15 of the Exchange Act.
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(b) ¨ Bank as defined
in section 3(a)(6) of the Exchange Act.
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(c) ¨ Insurance company
as defined in section 3(a)(19) of the Exchange Act.
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(d) ¨ Investment
company registered under section 8 of the Investment Company Act of 1940.
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(e) x An investment
adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
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(f) ¨ An employee
benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
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(g) x A parent holding
company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
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(h) ¨ A savings association
as defined in Section 3(b) of the Federal Deposit Insurance Act.
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(i) ¨ A church plan
that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940.
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(j) ¨ Group, in accordance
with Rule 13d-1(b)(1)(ii)(J).
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Items 5 through 9 and 11 of each of the cover pages to this
Schedule 13G are incorporated herein reference. Set forth below is the aggregate number of Class A Common as well as Class A Common
that may be acquired upon the conversion of the Class B common stock of the Issuer (“Class B Common”), directly held
by each of Baker Brothers Life Sciences, L.P. (“Life Sciences”) and 667, L.P. (“667”, and together with
Life Sciences, the “Funds”), subject to the limitation on conversion described below. The Class B Common are convertible
into Class A Common on a 1 for 1 basis and have no voting rights. The information set forth below is based on 22,026,588 Class
A Common outstanding as of November 12, 2019 as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange
Commission (the “SEC”) on November 12, 2019. Such percentage figures are calculated in accordance with Rule 13d-3 under
the Securities Exchange Act of 1934, as amended.
Name
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Number of Class A common
stock we own or have the
right to acquire within 60 days
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Percent of
Class
Outstanding
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667, L.P.
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309,730
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1.4
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%
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Baker Brothers Life Sciences, L.P.
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3,223,030
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14.6
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%
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Total
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3,532,760
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16.0
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%
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The Class B Common are only convertible to the extent that the
holders thereof together with their affiliates would beneficially own, for purposes of Section 13(d) of the Securities Exchange
Act of 1934, as amended, no more than 4.99% of the outstanding Class A Common after conversion (“Beneficial Ownership Limitation”).
As a result of this restriction, the number of shares that may be issued upon conversion of the Class B Common by the above holders
may change depending upon changes in the outstanding shares. By written notice to the Issuer, the Funds may from time to time increase
or decrease the Beneficial Ownership Limitation applicable to that Fund to any other percentage. Any such increase will not be
effective until the 61st day after such notice is delivered to the Issuer.
Pursuant to the management agreements, as amended, among the
Adviser, the Funds and their respective general partners, the Funds’ respective general partners relinquished to the Adviser
all discretion and authority with respect to the investment and voting power of the securities held by the Funds. and thus the
Adviser has complete and unlimited discretion and authority with respect to the Funds’ investments and voting power over
investments.
The Adviser GP, Felix J. Baker and Julian C. Baker as managing
members of the Adviser GP, and the Adviser may be deemed to be beneficial owners of securities of the Issuer directly held by the
Funds.
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Item 5.
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Ownership of Five Percent or Less of a Class.
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If this statement
is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following ¨. N/A
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Item 6.
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Ownership of More than Five Percent on Behalf of Another
Person.
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The information in Item
4 is incorporated herein by reference.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding
Company or Control Person.
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The information in Item
4 is incorporated herein by reference.
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Item 8.
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Identification and Classification of Members of the Group.
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N/A
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Item 9.
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Notice of Dissolution of Group.
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N/A
N/A
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true, complete and correct.
February 14, 2020
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BAKER BROS. ADVISORS LP
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By: Baker Bros. Advisors (GP) LLC, its general partner
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By:
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/s/ Scott L. Lessing
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Name: Scott L. Lessing
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Title: President
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BAKER BROS. ADVISORS (GP) LLC
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By:
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/s/ Scott L. Lessing
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Name: Scott L. Lessing
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Title: President
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/s/ Julian C. Baker
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Julian C. Baker
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/s/ Felix J. Baker
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Felix J. Baker
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Atreca (NASDAQ:BCEL)
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