SEC Form 4

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Pascal Tomer (Last) (First) (Middle) C/O ATERIAN, INC. 37 EAST 18TH STREET, 7TH FLOOR (Street) NEW YORK NY 10003 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Aterian, Inc. [ ATER ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Chief Revenue Officer
	3. Date of Earliest Transaction (Month/Day/Year) 03/15/2021
	4. If Amendment, Date of Original Filed (Month/Day/Year) 03/17/2021	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

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	03/15/2021		M		20,000	A	$9.72	250,358	D
Common Stock	03/15/2021		S		20,000	D	$30.5168(1)	230,358	D
Common Stock	03/16/2021		M		20,000	A	$9.72	250,358	D
Common Stock	03/16/2021		S		20,000	D	$30.0353(2)	230,358	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
Employee Stock Option (right to buy)	$9.72	03/15/2021		M			20,000	(3)(4)	12/28/2028	Common Stock	20,000	$0.00	106,666	D
Employee Stock Option (right to buy)	$9.72	03/16/2021		M			20,000	(3)(4)	12/28/2028	Common Stock	20,000	$0.00	86,666	D

Explanation of Responses:

1. 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 $30.05 to $31.04, 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.

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 $29.81 to $30.60, 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.

3. 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 shall vest following each one month period thereafter, subject to the Reporting Person's continued service to the Issuer through each such vesting date.

4. All of the unvested shares subject to the option shall vest upon either: (i) the accumulation, by means of any transaction or series of related transactions, whether directly or indirectly, beneficially or of record, by any individual and/or entity of more than 50% the outstanding shares of common stock of the Issuer, whether by merger, consolidation, sale or other transfer of shares of the Issuer's common stock, so long as the holders of the Issuer's common stock, immediately after such transaction or series of transactions, hold less than 50% of the common stock of the Issuer or the voting securities of the surviving or acquiring entity or (ii) a sale of all or substantially all of the assets of the Issuer, which may include a license transaction.

Remarks:

This Form 4 is being amended and restated to delete certain footnotes included in the Form 4, as amended (the "Amended Form 4"). The Amended Form 4 inadvertently indicated that the transactions reported therein were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 14, 2020.

	/s/Tomer Pascal	12/22/2021
	** Signature of Reporting Person	Date
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