Item 5. Other Information
Item 5. Other Information
During the period from January 1, 2025 to March 31, 2025, our Chief Executive Officer adopted a contract, instructions or written plans for the sale of our securities as noted below:
Trading Arrangement
Total Shares Authorized
Expiration
Name and Title
Action
Date
Rule 10b5-1*
Non-Rule 10b5 -1**
to be Sold***
Date
Sanjay S. Shukla
Adoption
2/18/2025
X
481,470
2/18/2026
Chief Executive Officer and Director
_______________
*
Intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act.
**
Non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K under the Exchange Act.
***
Represents the maximum number of shares that may be sold pursuant to the 10b5-1 trading arrangement. The number of shares sold is dependent on the satisfaction of certain conditions as set forth in the written plan and the satisfaction of applicable vesting conditions of equity awards. These shares would be sold through option exercises pursuant to a employee stock option grants.
In addition, our officers (as defined in Rule 16a-1(f) under the Exchange Act) have historically entered into sell-to-cover arrangements which constitute "non-Rule 10b5-1 trading arrangements" authorizing the pre-arranged sale of shares to our satisfy tax withholding obligations arising exclusively from the vesting of time-vesting or performance-vesting restricted stock units and the related issuance of shares. The amount of shares to be sold to satisfy the our tax withholding obligations under these arrangements has been dependent on future events which cannot be known in advance, including the future trading price of our shares. The expiration date relating to these arrangements has been dependent on future events which cannot be known in advance, including the final vest date of the applicable time-vesting or performance-vesting restricted stock units and the officer’s termination of service.
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Item 6. Exhibits
Index to Exhibits
Incorporated by Reference
Exhibit
Number
Exhibit Title
Form
File No.
Exhibit
Filing Date
3.1
Restated Certificate of Incorporation of the Registrant
10-Q
001-37378
3.1
November 14, 2022
3.2
Certificate of Amendment to Restated Certificate of Incorporation of the Registrant
8-K
001-37378
3.1
June 28, 2019
3.3
Certificate of Amendment to Restated Certificate of Incorporation of the Registrant
10-Q
001-37378
3.3
May 12, 2020
3.4
Certificate of Amendment to Restated Certificate of Incorporation of the Registrant
8-K
001-37378
3.1
May 4, 2021
3.5
Certificate of Amendment to Restated Certificate of Incorporation of the Registrant
8-K
001-37378
3.1
April 29, 2022
3.6
Certificate of Amendment to Restated Certificate of Incorporation of the Registrant
8-K
001-37378
3.1
May 19, 2023
3.7
Amended and Restated Bylaws of the Registrant
10-Q
333-203272
3.6
November 14, 2022
4.1
Specimen Common Stock Certificate
S-1/A
333-203272
4.1
April 27, 2015
10.1*
2015 Stock Option Plan and Incentive Plan, as amended
8-K
001-37378
10.1
May 6, 2025
31.1
Certification of Principal Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
—
—
—
Filed herewith
31.2
Certification of Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
—
—
—
Filed herewith
32.1#
Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
—
—
—
Furnished herewith
32.2#
Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
—
—
—
Furnished herewith
101.INS
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document
—
—
—
Filed herewith
101.SCH
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Document
—
—
—
Filed herewith
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
—
—
—
Filed herewith
* Indicates a management contract or compensatory plan, contract or arrangement.
# The information in Exhibits 32.1 and 32.2 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act (including this Quarterly Report), unless the Registrant specifically incorporates the foregoing information into those documents by reference.
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SIGNAT URES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
aTyr Pharma, Inc.
Date: May 7, 2025
By:
/s/ Sanjay S. Shukla
Sanjay S. Shukla, M.D., M.S.
President, Chief Executive Officer and Director
(Principal Executive Officer)
By:
/s/ Jill M. Broadfoot
Jill M. Broadfoot
Chief Financial Officer
(Principal Financial and Accounting Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.