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Form 4 Athira Pharma, Inc. For: Jun 22 Filed by: Worthington Mark

June 24, 2022 7:55 PM EDT

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FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Worthington Mark

(Last) (First) (Middle)
C/O ATHIRA PHARMA, INC.
18706 NORTH CREEK PARKWAY, SUITE 104

(Street)
BOTHELL WA 98011

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Athira Pharma, Inc. [ ATHA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
General Counsel
3. Date of Earliest Transaction (Month/Day/Year)
06/22/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 (1) 05/18/2022 (2)   A V 3,396 A $ 7.06 (3) 11,711 D  
Common Stock 06/22/2022   A   10,000 (4) A $ 0 21,711 D  
Common Stock 06/23/2022   S (5)   2,614 D $ 2.69 (6) 19,097 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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
Explanation of Responses:
1. The reporting person is voluntarily reporting the acquisition of shares of the issuer's common stock pursuant to the Athira Pharma, Inc. 2020 Employee Stock Purchase Plan ("ESPP"), for the ESPP Purchase Period (as defined in the ESPP) of November 18, 2021 through May 18, 2022. This transaction is also exempt under Rule 16b-3(c).
2. The Purchase Period ended May 18, 2022 and is the Purchase Period comprising the Offering Period (as defined in the ESPP) that began November 18, 2021.
3. In accordance with the ESPP, these shares were purchased based on 85% of the closing price on May 18, 2022.
4. On November 3, 2021, the reporting person was granted restricted stock units ("RSUs") representing 30,000 shares of Common Stock of the Issuer. The RSUs were scheduled to vest according to the following schedule: (1) one third (1/3rd) of the number of shares subject to the RSU award vest at the completion of the public readout of topline results of the Issuer's ACT-AD Phase 2 clinical trial; (2) one third (1/3rd) of the number of shares subject to the RSU award vest at the completion of the public readout of topline results of the Issuer's LIFT-AD Phase 2/3 clinical trial (the "LIFT-AD Readout") and (3) one third (1/3rd) of the number of shares subject to the RSU award vest six (6) months after the LIFT-AD Readout, in each case subject to continued service with the Issuer through the applicable vesting date. On June 22, 2022, the Issuer completed the public readout of topline results of the ACT-AD Phase 2 clinical trial and 10,000 RSUs vested and settled on such date.
5. The reported shares were sold to cover the Issuer's tax withholding obligations in connection with the vesting of RSUs. Such sale was made pursuant to an Issuer-mandated policy and was not subject to discretion.
6. The "Amount" and "Price" reported in this Column 4 reflect the aggregate number and weighted-average price, respectively, of shares sold. These shares were sold in multiple transactions at prices ranging from $2.62 to $2.78, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
/s/ Glenna Mileson, Attorney-in-Fact for Mark Worthington 06/24/2022
** Signature of Reporting Person Date
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.


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