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 ATARA BIOTHERAPEUTICS, INC.
 1280 Rancho Conejo Blvd. Thousand
Oaks, California 9132 805-623-4211
 March 23, 2026 VIA EDGAR SUBMISSION
 U.S. Securities and Exchange Commission Division
of Corporation Finance 100 F Street, N.E. Washington, D.C.
20549

 Attention:

 Daniel Crawford

 Re:

 Atara Biotherapeutics, Inc.

 Registration Statement on Form S-3

 File No. 333-294377

 Acceleration Request

 Requested Date: March 25, 2026

 Requested Time: 4:30 P.M., Eastern Time
 Ladies and Gentlemen:
 Pursuant to Rule 461 under the Securities Act of 1933, as amended, Atara Biotherapeutics, Inc. (the “ Company ”),
hereby requests that the effective date of the Company’s Registration Statement on Form S-3, Registration Number 333-294377 (the “ Registration
Statement ”) be accelerated so that the Company’s Registration Statement will become effective at 4:30 P.M., Eastern Time, on March 25, 2026, or as soon thereafter as practicable or at such later time as the Company or its
counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission.
 We would appreciate it if, as soon as the Registration Statement is declared effective, you would so inform Carlton Fleming of Sidley Austin
LLP at (415) 772-1207. Very truly yours,
 /s/ AnhCo Thieu Nguyen
 AnhCo Thieu Nguyen
 President and Chief Executive Officer

 cc:
 Carlton Fleming, Sidley Austin LLP
 Helen Theung, Sidley Austin LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 20, 2026

AnhCo Thieu Nguyen
President and Chief Executive Officer
Atara Biotherapeutics, Inc.
1280 Rancho Conejo Blvd.
Thousand Oaks, CA 91320

 Re: Atara Biotherapeutics, Inc.
 Registration Statement on Form S-3
 Filed March 17, 2026
 File No. 333-294377
Dear AnhCo Thieu Nguyen:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Daniel Crawford at 202-551-7767 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Carlton Fleming, Esq.
</TEXT>
</DOCUMENT>

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CORRESP

 ATARA BIOTHERAPEUTICS, INC.

2380 Conejo Spectrum Street, Suite 200

Thousand Oaks, CA 91320

 805-623-4244

 November 8, 2023

VIA EDGAR SUBMISSION

 U.S. Securities and
Exchange Commission

 Division of Corporation Finance

 100 F
Street, N.E.

 Washington, D.C. 20549

Attention:

Alan Campbell

Re:

Atara Biotherapeutics, Inc.

Registration Statement on Form S-3

File No. 333-275256

Acceleration Request

 Requested Date: November 13, 2023

 Requested Time: 4:30 P.M., Eastern Time

 Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Atara Biotherapeutics, Inc. (the “Company”), hereby
requests that the effective date of the Company’s Registration Statement on Form S-3, Registration Number 333-275256 (the “Registration
Statement”) be accelerated so that the Company’s Registration Statement will become effective at 4:30 P.M., Eastern Time, on November 13, 2023, or as soon thereafter as practicable or at such later time as the Company or its
counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission.

We would appreciate it if, as soon as the Registration Statement is declared effective, you would so inform Carlton Fleming of Sidley Austin
LLP at (415) 772-1207.

Very truly yours,

/s/ Amar Murugan

 Amar Murugan

 Executive Vice President, Chief
Legal Officer

cc:
 Carlton Fleming, Sidley Austin LLP

 Helen Theung, Sidley Austin LLP

United States securities and exchange commission logo
November 6, 2023
Pascal Touchon
Chief Executive Officer
Atara Biotherapeutics, Inc.
2380 Conejo Spectrum, Street, Suite 200
Thousand Oaks, California 91320
Re:Atara Biotherapeutics, Inc.
Registration Statement on Form S-3
Filed November 1, 2023
File No. 333-275256
Dear Pascal Touchon:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Alan Campbell at 202-551-4224 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Carlton Fleming

United States securities and exchange commission logo
May 2, 2023
Pascal Touchon
President and Chief Executive Officer
Atara Biotherapeutics, Inc.
2380 Conejo Spectrum Street
Suite 200
Thousand Oaks, CA 91320
Re:Atara Biotherapeutics, Inc.
Form 10-K for Fiscal Year Ended December 31, 2022
Filed February 8, 2023
File No. 001-36548
Dear Pascal Touchon:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

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 2380 Conejo Spectrum St, Suite 200

Thousand Oaks, CA 91320

 Phone: (805) 623-4211

 www.atarabio.com

April 21, 2023

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 Office of Life
Sciences

 100 F Street, N.E.

 Washington, D.C. 20549

Attention: Ibolya Ignat and Angela Connell

 Re: Atara
Biotherapeutics, Inc.

 Form 10-K for Fiscal Year Ended December 31, 2022

Filed February 8, 2023

 File No. 001-36548

 Dear Ms. Ignat and Ms. Connell:

Atara Biotherapeutics, Inc. (the “Company” or “Atara”) is providing this letter in response to the comment received from the staff (the
“Staff”) of the United States Securities and Exchange Commission (“SEC”) by letter dated March 27, 2023 (the “Comment Letter”) relating to the Company’s Annual Report on Form
10-K for the fiscal year ended December 31, 2022 (the “2022 Form 10-K”). To facilitate your review, we have reproduced each relevant comment in bold
italics and have followed each comment with the Company’s response in ordinary type. We have referenced the comments as numbered in the Comment Letter.

Form 10-K for the Fiscal Year Ended December 31, 2022

Notes to Consolidated Financial Statements

5. Out-license Agreements, Page 109

1.
 With respect to the Pierre Fabre Commercialization Agreement, we note your conclusion that the promises
within the agreement are not distinct because Pierre Fabre cannot benefit from the license without the other services and vice versa, and that consequently, the license, manufacture and supply, cell selection and participation in the JSC together
form a single performance obligation. Please explain to us how you considered the guidance in ASC 606-10-25-19 through 25-21 in reaching your conclusion. As it specifically relates to the manufacture and supply agreement, explain whether another company could perform the manufacturing services and how this impacts your determination
as to whether the license is capable of being distinct given that Pierre Fabre would appear to be able to benefit from the license together with other resources that are readily available. In this regard, we note your disclosure that following the
minimum contract period of seven years from first commercial sale, the manufacturing responsibility could be transferred to a third party CMO or Pierre Fabre may elect to directly assume manufacturing responsibility. Please also explain how you
determined the performance period over which revenue under this contract will be recognized to be 12 years.

 1

 In determining whether the license is distinct and separable from the manufacture and supply of Ebvallo,
cell selection services and participation in the JSC, we considered the guidance in ASC 606-10-25-14 and ASC 606-10-25-19 through 25-22. We also referred to ASC 606-10-55-368 through 55-374, specifically Example 56.

First, we considered ASC 606-10-25-14,
which states the following:

606-10-25-14 At contract inception, an
entity shall assess the goods or services promised in a contract with a customer and shall identify as a performance obligation each promise to transfer to the customer either:

a. A good or service (or a bundle of goods or services) that is distinct.

b. A series of distinct goods or services that are substantially the same and that have the same pattern of transfer to the customer.

Under the Pierre Fabre Commercialization Agreement, we identified optional purchases related to the manufacture and supply of Ebvallo and related cell
selection services that will be priced below standalone selling price (“SSP”) for a specified period of time and therefore represent a material right. Therefore, the license, participation in the JSC, and the material right (manufacture
and supply of Ebvallo and related cell selection services) represent the promised goods or services in the Pierre Fabre Commercialization Agreement. Note, the Company does not provide the manufacture and supply of Ebvallo and cell selection services
on a standalone basis and such services are not available from third party vendors; that is, the performance of such activities requires the Company’s familiarity and expertise with its own intellectual property due to the proprietary nature of
its intellectual property. Also note that participation in the JSC is highly specialized in nature such that it cannot be performed by a third party. That is, a third party does not have the authority, technical credentials, experience, knowledge
and familiarity with the license, manufacture and supply of Ebvallo and related cell selection to participate in the JSC.

 We next considered ASC 606-10-25-19, which states the following:

606-10-25-19 A good or
service that is promised to a customer is distinct if both of the following criteria are met:

 a. The customer can benefit from the good or
service either on its own or together with other resources that are readily available to the customer (that is, the good or service is capable of being distinct).

b. The entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract
(that is, the promise to transfer the good or service is distinct within the context of the contract).

 In applying paragraph 25-19, we also considered the guidance found in ASC 606-10-25-20, which elaborates on paragraph
25-19(a) and whether the promises are capable of being distinct:

 606-10-25-20 A customer can benefit from a good or service in accordance with paragraph 606-10-25-19(a) if the good or service could be used, consumed, sold for an amount greater than scrap value, or otherwise held in a way that generates economic benefits. For some goods or services, a
customer may be able to benefit from a good or service on its own. For other goods or services, a customer may be able to benefit from the good or service only in conjunction with other readily available resources. A readily available resource is a
good or service that is sold separately (by the entity or another entity) or a resource that the customer has already obtained from the entity (including goods or services that the entity will have already transferred to the customer under the
contract) or from other transactions or events. Various factors may provide evidence that the customer can benefit from a good or service either on its own or in conjunction with other readily available resources. For example, the fact that the
entity regularly sells a good or service separately would indicate that a customer can benefit from the good or service on its own or with other readily available resources.

Further, ASC 606-10-25-22 states the
following:

606-10-25-22 If a
promised good or service is not distinct, an entity shall combine that good or service with other promised goods or services until it identifies a bundle of goods or services that is distinct. In some cases, that would result in the entity
accounting for all the goods or services promised in a contract as a single performance obligation.

 2

 In making the determination as to whether the license is capable of being distinct and separable from the
material right (manufacture and supply of Ebvallo and related cell selection services) and participation in the JSC, we assessed whether Pierre Fabre could benefit from the license on its own or together with other resources that are readily
available to Pierre Fabre. In particular, we considered whether the material right (manufacture and supply of Ebvallo and related cell selection services) or participation in the JSC could be provided by another third party such that the services, know-how and expertise provided by the Company would not be required in order for Pierre Fabre to benefit from the license. As noted above, the manufacture and supply of Ebvallo and related cell selection services
are not provided by the Company on a standalone basis and such services are not available from third party vendors, and participation in the JSC is highly specialized in nature such that it cannot be performed by a third party. As such, we
determined that Pierre Fabre receives no benefit of the license unless and until the European Commission Marketing Authorization Application (MAA) is received by Atara and transferred from Atara to Pierre Fabre. Once the MAA is transferred, Pierre
Fabre can only benefit from the license to commercialize Ebvallo in the Territory through the provision of the proprietary manufacturing and cell selection services provided by Atara. Cell selection is the
know-how and trade secret of the Company related to selecting the necessary human leukocyte antigen (HLA) profile for a patient, identifying the associated cell line from available inventory and communicating
this to the customer. This service is required in order for the customer to benefit from the supply, as without it, Pierre Fabre is not able to identify which cell line from inventory should be used to treat a patient.

Until such time that manufacturing technology transfer occurs (see below), Pierre Fabre is not capable of carrying out the manufacturing on their own. We
believe our fact pattern is consistent with Example 56 Case A in ASC 606. Furthermore, we plan to include enhanced disclosure (see below proposed disclosure) within future periodic reports filed with the SEC around the identification of promises and
associated performance obligations, specifically with respect to the material right (manufacture and supply of Ebvallo and related cell selection services), under the Pierre Fabre Commercialization Agreement.

With regard to our determination of the period of time over which to recognize the related revenue, we note it relates to the period over which Pierre
Fabre’s material right exists. One factor in determining this period is the “Term” of the Pierre Fabre Commercialization Agreement, which is defined in Section 16.1 as expiring “following the last Commercial Sale of the
Product in the Field in the Territory by Partner, its Affiliates or their Approved Sublicensees.” Section 9.5 of the Agreement details our obligation to supply product until the end of the Term of the Agreement, with the option to transfer
the related manufacturing technology after 7 years from the first Commercial Sale of Product. Given the inherent uncertainty of what could transpire over the next 7 years, we determined it was not probable as of the 2022 Form 10-K balance sheet date that we would exercise this option when first available to us. We also considered the period over which the Company would receive royalties based on the terms of the Pierre Fabre
Commercialization Agreement. As the Company is not in the business of being a contract manufacturer, without royalties as an economic incentive to continue performing manufacturing services, we determined it is probable that we will transfer the
manufacturing technology by the end of the Term of the Pierre Fabre Commercialization Agreement. Based on these considerations, as of the 2022 Form 10-K balance sheet date, we estimate the material right will
exist for approximately 12 years.

 The Company further advises the Staff that it will enhance its existing disclosure starting with the quarterly report
on Form 10-Q for the period ended March 31, 2023 and will continue to be included in future filings as relevant. Refer to the enhanced disclosure below.

Pierre Fabre Commercialization Agreement

 In October
2021, we entered into the Pierre Fabre Commercialization Agreement, pursuant to which we granted to Pierre Fabre an exclusive, field-limited license to commercialize and distribute Ebvallo in Europe and select emerging markets in the Territory
following regulatory approval. Atara retains full rights to Ebvallo in other major markets, including North America, Asia Pacific and Latin America. In September 2022, we entered into Amendment No. 1 to the Pierre Fabre Commercialization
Agreement (the “PF Amendment”). Under the terms of the PF Amendment, following European Commission approval of Ebvallo for EBV+ PTLD and subsequent filing of the Marketing Authorization Application (“MAA”) transfer to Pierre
Fabre, we are entitled to receive an additional $30 million

 3

milestone payment in exchange for, among other things, a reduction in: (i) royalties we are eligible to receive as a percentage of net sales of Ebvallo in the Territory, and (ii) the
supply price mark up on Ebvallo purchased by Pierre Fabre. Additionally, we also agreed to extend the time period for provision of certain services to Pierre Fabre under the Pierre Fabre Commercialization Agreement.

We are responsible at our cost for the conclusion of the ongoing Phase 3 ALLELE clinical study and the Phase 2 multi-cohort clinical study. We will also be
responsible at our cost for certain other activities directed to obtaining regulatory approval for Ebvallo for EBV-positive lymphoproliferative disease pursuant to the terms of the Pierre Fabre
Commercialization Agreement in Europe. Pierre Fabre will be responsible at its cost for obtaining and maintaining all other regulatory approvals and for commercialization and distribution of Ebvallo in the Territory. We will own any intellectual
property rights developed solely by us under the Pierre Fabre Commercialization Agreement.

 We have formed a joint steering committee (“JSC”)
with Pierre Fabre that provides oversight, decision making and implementation guidance regarding the commercialization activities covered under the Pierre Fabre Commercialization Agreement.

Pierre Fabre paid us an upfront cash payment of $45.0 million for the exclusive license granted in the fourth quarter of 2021. In December 2022, we met
the contractual right to receive $40.0 million in milestone payments upon certain regulatory milestones. Subject to the terms of the royalty purchase agreement with HCRx, as described in Note 6, we are entitled to receive an aggregate of up to
$308.0 million in remaining milestone payments upon achieving certain regulatory and commercial milestones in addition to double-digit tiered royalties as a percentage of net sales of Ebvallo, until the later of 12 years after the first
commercial sale in such country, the expiration of specified patent rights, or the expiration of all regulatory exclusivity for such product on a country-by-country
basis.

 We have entered into a separate manufacturing and supply agreement with Pierre Fabre for us to manufacture Ebvallo for Pierre Fabre to use in the
Territory based on a fixed price through December 31, 2023 and at a price equal to cost plus a margin for orders placed after December 31, 2023. At Pierre Fabre’s cost, we are responsible for manufacturing and supplying Pierre
Fabre’s optional purchases of Ebvallo for commercialization in the Territory for a minimum of seven years from the first commercial sale, as defined in the Pierre Fabre Commercialization Agreement, of Ebvallo in the Territory. At any time
following this period, we have the option to transfer the manufacturing responsibility and related manufacturing technology to Pierre Fabre, who may then elect to directly assume the manufacturing responsibility and receive the related manufacturing
technology or utilize a third party contract manufacturing organization (“CMO”). Without transfer of the manufacturing technology, no other party can perform this obligation.

We are also responsible for performing cell selection services for Pierre Fabre at our cost for a certain period of time unless the parties agree to transfer
the related cell selection technology to Pierre Fabre prior to this date. Cell selection is the process of identifying the appropriate cell line from available inventory to be used for a patient. Without transfer of the cell selection technology, no
other party can provide such services. After this period of time, if we agree to continue to provide cell selection services, it shall be at the sole expense of Pierre Fa

United States securities and exchange commission logo
March 27, 2023
Utpal Koppikar
Chief Financial Officer
Atara Biotherapeutics, Inc.
2380 Conejo Spectrum Street
Suite 200
Thousand Oaks, CA 91320
Re:Atara Biotherapeutics, Inc.
Form 10-K for Fiscal Year Ended December 31, 2022
Filed February 8, 2023
File No. 001-36548
Dear Utpal Koppikar:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2022
Notes to Consolidated Financial Statements
5. Out-license Agreements, page 109
1.With respect to the Pierre Fabre Commercialization Agreement, we note your conclusion
that the promises within the agreement are not distinct because Pierre Fabre cannot benefit
from the license without the other services and vice versa, and that consequently, the
license, manufacture and supply, cell selection and participation in the JSC together form
a single performance obligation.  Please explain to us how you considered the guidance in
ASC 606-10-25-19 through 25-21 in reaching your conclusion.  As it specifically relates
to the manufacture and supply agreement, explain whether another company could
perform the manufacturing services and how this impacts your determination as to
whether the license is capable of being distinct given that Pierre Fabre would appear to be
able to benefit from the license together with other resources that are readily available.  In

 FirstName LastNameUtpal Koppikar
 Comapany NameAtara Biotherapeutics, Inc.
 March 27, 2023 Page 2
 FirstName LastNameUtpal Koppikar
Atara Biotherapeutics, Inc.
March 27, 2023
Page 2
this regard, we note your disclosure that following the minimum contract period of seven
years from first commercial sale, the manufacturing responsibility could be transferred to
a third party CMO or Pierre Fabre may elect to directly assume manufacturing
responsibility.   Please also explain how you determined the performance period over
which revenue under this contract will be recognized to be 12 years.

7. Sale of ATOM Facility, page 113
2.You disclose that effective April 4, 2022 you entered into an asset purchase agreement
with FUJIFILM Diosynth Biotechnologies California, Inc. (FDB) to sell all of the
Company’s right, title and interest in and to certain assets related to your Atara T-Cell
Operations and Manufacturing facility (ATOM Facility) located in Thousand Oaks,
California for $100 million. You also indicate that this transaction included the transition
of 136 of your ATOM Facility employees, assignment of the ATOM lease, and entry into
a Master Services and Supply Agreement and related Statements of Work for the supply
of your cell therapy products or product candidates that could extend for up to ten years.
Please provide us with a detailed analysis supporting your accounting for each element of
the transactions with FDB. Address the following in your response:

•Explain how you determined whether the ATOM Facility met the definition of a
business and whether you accounted for the derecognition of the related assets under
ASC 810-10 or ASC 610-20.
•Explain your consideration of ASC 360-10-40-2 as it relates to the sale of leased
property.
•Explain your consideration of SAB Topic 5.E as it relates to your joint and several
liability with respect to the ATOM lease.
3.As a related matter, please clarify for us the extent of your remaining manufacturing
capabilities after the sale of the ATOM facility. In this regard, explain to us whether you
consider the ATOM facility sale, in combination with the August 2022 reduction in force,
the August 2022 termination of your Bayer agreement, the October 2022 sublease of
office space and subsequent move of your corporate headquarters, and the December 2022
sale of a portion of your right to receive royalties and certain milestones under the Pierre
Fabre Commercialization Agreement to be a strategic shift that would result in
discontinued operations reporting under ASC 205-20.

8. Leases, page 113
4.We note that your Operating lease assets increased from $26,159 as of December 31, 2021
to $68,022 as of December 31, 2022.  We also note a corresponding increase in your
Operating lease liabilities from $28,100 at December 31, 2021 to $70,870 at December
31, 2022.  Please explain to us the reasons for these increases as it is not easily discernable
from your disclosures.  Please address the following in your response:

 FirstName LastNameUtpal Koppikar
 Comapany NameAtara Biotherapeutics, Inc.
 March 27, 2023 Page 3
 FirstName LastName
Utpal Koppikar
Atara Biotherapeutics, Inc.
March 27, 2023
Page 3
•With respect to the sub-lease you entered into in November 2022 on your San
Francisco office space, clarify whether you were relieved of the primary obligation
under the original lease and explain your accounting basis.  Refer to ASC 842-20-40-
3.
•With respect to the assignment of the ATOM lease, you indicate that you are
considered to be the sub-lessor and that the lease-related assets and liabilities for the
ATOM Facility remain on your balance sheet.  Clarify whether there was any change
to your operating lease assets or liabilities as a result of the assignment of this lease.
•Quantify the impact of the operating lease embedded in the Fujifilm MSA.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Ibolya Ignat at 202-551-3636 or Angela Connell at 202-551-3426 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

Mail Stop 4720

November 1 9, 2015

Via E -mail
Isaac E. Ciechanover, M.D.
Chief Executive Officer
Atara Biotherapeutics, Inc.
701 Gateway Blvd., Suite 200
South San Francisco, California 94080

Re: Atara Biotherapeutics , Inc.
  Registration Statement on Form S-3
Filed  November 9, 2015
  File No.  333-207876

Dear Dr. Ciechanover :

This is to advise you that we have not  reviewed and will not review your registration
statement .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require .  Since the company and its management are  in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In the event you request acceleration of the effective date of the pending regist ration
statement , please provide  a written statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission f rom taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accurac y of the disclosure in the filing; and

Isaac E. Ciechanover, M.D.
Atara Biotherapeutics , Inc.
November 1 9, 2015
Page 2

  the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please  refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their resp ective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

Please  contact Scot Foley at (202) 551 -3383 or me a t (202) 551 -3675 with any questions.

Sincerely,

            /s/ Suzanne Hayes

Suzanne Hayes
Assistant Director

cc: Kenneth L. Guernsey
Jodie M. Bourdet
Cooley  LLP
101 California Street, 5th Floor
San Francisco, California 94111

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 ATARA BIOTHERAPEUTICS, INC.

701 Gateway Boulevard, Suite 200

South San Francisco, CA 94080

 November 19,
2015

 VIA EDGAR

 United
States Securities and Exchange Commission

 Division of Corporation Finance

100 F Street, N.E.

 Washington, DC 20549

Re:
Atara Biotherapeutics, Inc.

Registration Statement on Form S-3 (File No. 333-207876)

 Ladies and Gentlemen:

The undersigned registrant hereby requests that the Securities and Exchange Commission take appropriate action to cause the above-referenced Registration
Statement on Form S-3 to become effective at 4:00 p.m. Eastern Time on November 23, 2015 or as soon thereafter as is practicable.

 The undersigned
registrant hereby acknowledges that:

•

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the undersigned registrant from its full responsibility for the adequacy and
accuracy of the disclosure in the filing; and

•

the undersigned registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United
States.

Sincerely,

ATARA BIOTHERAPEUTICS, INC.

By:

 /s/ Heather D. Turner

 Heather D. Turner

 Vice President, General Counsel and Secretary

cc:
Kenneth L. Guernsey, Cooley LLP

Jodie M. Bourdet, Cooley LLP

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Company's Acceleration Request

 701 Gateway Boulevard

Suite 200

 South San Francisco,
CA 94080

 650.278.8930

 July 7, 2015

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Attn:

 Jeffrey P. Riedler

 Daniel Greenspan

 Scot Foley

Re:

 Atara Biotherapeutics, Inc.

 Registration Statement on Form S-1

 File No. 333-205347

 Acceleration Request

 Requested Date:

Thursday, July 9, 2015

 Requested Time:

4:30 p.m., Eastern Daylight Time

 Ladies and gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant (the
“Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the Registration Statement on Form S-1 (File No. 333-205347) (the
“Registration Statement”) to become effective on July 9, 2015, at 4:30 p.m., Eastern Daylight Time, or as soon as practicable thereafter, or at such later time as the Registrant may orally request via telephone call to
the staff of the Commission (the “Staff”). The Registrant hereby authorizes each of Kenneth L. Guernsey, Jodie M. Bourdet, J. Carlton Fleming and Robert E. Jones of Cooley LLP, counsel to the Registrant, to make such request
on its behalf.

 Once the Registration Statement has been declared effective, please orally confirm that event with Jodie M. Bourdet of
Cooley LLP, counsel to the Registrant, at (415) 693-2054.

 In connection with this request, the Registrant acknowledges that:

•

should the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

•

the Registrant may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,

Atara Biotherapeutics, Inc.

By:

 /s/ John F. McGrath, Jr.

Name:

John F. McGrath, Jr.

Title:

Chief Financial Officer

cc:

    Kenneth L. Guernsey, Cooley LLP

    Jodie M. Bourdet, Cooley LLP

    J. Carlton Fleming, Cooley LLP

    Bruce K. Dallas, Davis Polk & Wardwell LLP

CORRESP
1
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Underwriters' Acceleration Request

 Goldman, Sachs & Co.

200 West Street

 New York, New York 10282

Citigroup Global Markets Inc.

 388 Greenwich Street

New York, New York 10013

 July 7, 2015

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Attn:

 Jeffrey P. Riedler

 Dan Greenspan

 Scot Foley

Re:

 Atara Biotherapeutics, Inc.

 Registration Statement on Form S-1

 Registration File No. 333-205347

 Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as representatives of the several
Underwriters, hereby join in the request of Atara Biotherapeutics, Inc. (the “Company”) for acceleration of the effective date of the above-named Registration Statement so that it becomes effective at 4:30 PM Eastern Time on
July 9, 2015, or as soon thereafter as practicable or at such other time as the Company or its outside counsel, Cooley LLP, request by telephone that such Registration Statement be declared effective.

Pursuant to Rule 460 under the Act, please be advised that there will be distributed to each Underwriter or dealer, who is reasonably
anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

We, the undersigned, as representatives of the several Underwriters, have complied and will comply, and we have been informed by the
participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

Very truly yours,

 GOLDMAN, SACHS & CO.

CITIGROUP GLOBAL MARKETS INC.

Acting severally on behalf of themselves and the

 several
Underwriters

By:

GOLDMAN, SACHS & CO.

By:

 /s/ Richard Cohn

Name:

Richard Cohn

Title:

Managing Director

By:

CITIGROUP GLOBAL MARKETS INC.

By:

 /s/ Jennifer Jarrett

Name:

Jennifer Jarrett

Title:

MD

 [Signature Page to Underwriters’ Acceleration Request]

July 2, 2015

Via E -mail
Isaac E. Ciechanover, M.D.
Chief Executive Officer
Atara Biotherapeutics, Inc.
701 Gateway Blvd., Suite 200
South San Francisco, California 94080

Re: Atara  Biotherapeutics, Inc.
  Registration Statement on Form S-1
Filed  June 29, 2015
  File No.  333-205347

Dear Dr. Ciechanover :

We have limited our review of your registration statement to the issue addressed in our
comment.  If you do not believe our comment appl ies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in a response.

Exhibit Index

1. We note that you are submitting an application for confidential treatment for several of
the exhibits include d with this registration statement. We will not be in a position to grant
effectiveness to your filing until such time as comments to the confidential treatment
application, if any, have been cleared.

We urge all persons who are responsible for the accur acy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relatin g to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comment, in the event you request acceleration of the effective date
of the pending registration statement , please pro vide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

Isaac C. Ciechanover, M.D.
Atara Biotherapeutics, Inc.
July 2, 2015
Page 2

  the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Secu rities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested eff ective date of the
registration statement.

Please contact S cot Foley at (202) 551 -3383, Daniel Greenspan at (202) 551 -3623  or me
at (202) 551 -3715 with any other questions.

Sincerely,

 /s/ Daniel  Greenspan for

Jeffrey P. Riedler
Assistant Director

cc: Kenneth L. Gue rnsey
 Jodie M. Bourdet
 Carlton Fleming
Cooley  LLP
101 California Street, 5th Floor
San Francisco, California  94111

CORRESP
1
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CORRESP

   3260 Bayshore Boulevard

  Brisbane, CA 94005

 October 10, 2014

 VIA EDGAR

U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Attn:
Jeffrey P. Riedler

Daniel Greenspan

Re:
Atara Biotherapeutics, Inc.

Registration Statement on Form S-1

File No. 333-196936

Acceleration Request

Requested Date:        Wednesday, October 15, 2014

Requested Time:       4:00 p.m., Eastern Daylight Time

Ladies and gentlemen:

 In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”) hereby requests that the Securities and Exchange Commission (the
“Commission”) take appropriate action to cause the Registration Statement on Form S-1 (File No. 333-196936) (the “Registration Statement”) to become effective on October 15, 2014, at 4:00
p.m., Eastern Daylight Time, or as soon as practicable thereafter, or at such later time as the Registrant may orally request via telephone call to the staff of the Commission (the “Staff”). The Registrant hereby authorizes
each of Kenneth L. Guernsey, Jodie M. Bourdet, J. Carlton Fleming and Robert E. Jones of Cooley LLP, counsel to the Registrant, to make such request on its behalf.

 Once the Registration Statement has been declared effective, please orally confirm that event with Jodie M. Bourdet of Cooley LLP, counsel to the Registrant, at (415) 693-2054.

In connection with this request, the Registrant acknowledges that:

Ÿ

 should the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;

Ÿ

 the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its
full responsibility for the adequacy and accuracy of the disclosure in the filing; and

Ÿ

 the Registrant may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under
the federal securities laws of the United States.

 Very truly yours,

 Atara Biotherapeutics, Inc.

 By:

/s/ John F. McGrath, Jr.

Name:

 John F. McGrath, Jr.

Title:

 Chief Financial Officer

cc:
Kenneth L. Guernsey, Cooley LLP

Jodie M. Bourdet, Cooley LLP

J. Carlton Fleming, Cooley LLP

Bruce K. Dallas, Davis Polk & Wardwell LLP

CORRESP
1
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CORRESP

 Goldman, Sachs & Co.

200 West Street,

 New York, New York 10282

Citigroup Global Markets Inc.

 388 Greenwich Street

New York, New York 10013

 October 10, 2014

 Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Attn:
Jeffrey Riedler

Daniel Greenspan

Re:
Atara Biotherapeutics, Inc.

Registration Statement on Form S-1

Registration File No. 333-196936

 Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933 (the “Act”), we, as representatives of the several
Underwriters, hereby join in the request of Atara Biotherapeutics, Inc. (the “Company”) for acceleration of the effective date of the above-named Registration Statement so that it becomes effective at 4:00 PM Eastern Daylight Time
on October 15, 2014, or as soon thereafter as practicable.

 Pursuant to Rule 460 under the Act, we, as representatives of the
several Underwriters, wish to advise you that we have effected the following distribution of the Company’s Preliminary Prospectus dated October 7, 2014:

(i)
Dates of distribution: October 7, 2014 through the date hereof

(ii)
Number of prospective underwriters to which the preliminary prospectus was furnished: 3

(iii)
Number of copies of the preliminary prospectus furnished to investors: approximately 2,462

(iv)
Number of copies of the preliminary prospectus distributed to others, including the Company, the Company’s counsel, independent accountants, and underwriters’ counsel: approximately 52

We, the undersigned, as representatives of the several Underwriters, have complied and will comply, and we have been informed by the
participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934.

Very truly yours,

 GOLDMAN, SACHS & CO.

CITIGROUP GLOBAL MARKETS INC.

Acting severally on behalf of themselves and the

 several
Underwriters

By:

GOLDMAN, SACHS & CO.

By:

 /s/ Amit Sinha

Name:

Amit Sinha

Title:

Managing Director

By:

CITIGROUP GLOBAL MARKETS INC.

By:

 /s/ Jennifer A. Jarrett

Name:

Jennifer A. Jarrett

Title:

Managing Director

 [Signature Page to Underwriters’ Acceleration Request]

CORRESP
1
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CORRESP

 Jodie M. Bourdet

T: +1 415 693 2054

 jbourdet@cooley.com

VIA EDGAR AND FEDEX

 October 7, 2014

U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

 Attention: Jeffrey P. Riedler

Re:
Atara Biotherapeutics, Inc.

Amendment No. 2 to Registration Statement on Form S-1

Filed September 26, 2014

File No. 333-196936

Dear Mr. Riedler:

 On behalf
of Atara Biotherapeutics, Inc. (the “Company”), we are submitting this letter and the following information in response to a letter, dated October 6, 2014 (the “Comment Letter”), from the staff
(the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to the Company’s Registration Statement on Form S-1 (the “Registration Statement”)
filed on September 26, 2014. We are also filing an amended version of the Registration Statement (the “Amended Registration Statement”). We are sending a copy of this letter and the Amended Registration Statement in the
traditional non-EDGAR format, including a version that is marked to show changes to the Registration Statement filed on September 26, 2014, and will forward a courtesy package of these documents to the Staff.

For the Staff’s convenience, we have incorporated your comment into this response letter in italics. Page references in the text of this response letter
correspond to the page numbers in the Amended Registration Statement. Capitalized terms used in this letter but otherwise not defined herein shall have the meanings ascribed to such terms in the Amended Registration Statement.

Notes to Combined and Consolidated Financial Statements

2. Summary of Significant Accounting Policies

 Recent
Accounting Pronouncements, F-19

1.
Regarding your adoption of ASU 2014-10, your disclosure appears to indicate that certain consolidation guidance that has been eliminated by the ASU may have caused more
development stage entities to be identified as variable interest entities. Please provide us support for this disclosure with reference to the ASU.

 In response to the Staff’s comment, the Company has determined that the guidance referenced in the Staff’s comment is not relevant to the Company. The language in Note 2 of the combined and consolidated
financial statements on page F-19 of the Amended Registration Statement has been revised to remove the reference to consolidation guidance.

101 California Street, 5th Floor, San Francisco, CA 94111-5800 T: (415) 693-2000 F: (415) 693-2222 www.cooley.com

 U.S. Securities and Exchange Commission

October 7, 2014

 Page 2

 Please contact me at (415) 693-2054 or Kenneth L. Guernsey at (415) 693-2091 with any questions or
further comments regarding our responses to the Staff’s comments.

 Sincerely,

/s/ Jodie M. Bourdet

 Jodie M. Bourdet

cc:
Isaac E. Ciechanover, M.D., Atara Biotherapeutics, Inc.

Kenneth L. Guernsey, Cooley LLP

Bruce K. Dallas, Davis Polk & Wardwell LLP

101 California Street, 5th Floor, San Francisco, CA 94111-5800 T: (415) 693-2000 F: (415) 693-2222 www.cooley.com

October 6 , 2014

Via E -mail
Isaac E. Ciechanover, M.D.
Chief Executive Officer
Atara Biotherapeutics, Inc.
3260 Bayshore Boulevard
Brisbane, CA 94005

Re: Atara Biotherapeutics, Inc.
Amendment No. 2 to
Registration Statement on Form S -1
Filed  September 26 , 2014
  File No. 333-196936

Dear Dr. Ciechanover:

We have reviewed your amendment to your r egistration statement  and have the following
comment .  Please respond to this letter by amending your registration statement and providing
the requested information.   If you do not believe our comment applies  to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to this comment , we may have additional comments.

Notes to Combined and Consolidated Financial Statements
2. Summary of Significant Accounting Policies
Recent Accounting Pronouncements, F -19

1. Regarding your adoption of ASU 2014 -10, your disclosure appears to indicate that
certain consolidation guidance that has been eliminated by the ASU may have caused
more development stage entities to be identified as variable interest entities.   Please
provide us support for this disclosure with reference to the ASU.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing i ncludes the information the Securities Act of 1933 and
all applicable Securities Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Isaac E. Ciechanover, M.D.
Atara Biotherapeutics, Inc.
October 6 , 2014
Page 2

 Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commis sion or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated autho rity, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for acceleration.  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time for us to rev iew any amendment prior to the requested effective date of the
registration statement.

You may contact Vanessa Robertson at (202) 551 -3649  or James Rosenberg  at (202)
551-3679  if you have questions regarding comments on the financial statements and related
matters.  Please contact Daniel Greenspan at (202) 551 -3623  or me at (202) 551 -3715 with any
other questions.

Sincerely,

 /s/ Daniel Greenspan  for

Jeffrey P. Riedler
Assistant Director

cc: Via E -mail
 Jodie Bourdet , Esq.
 Cooley  LLP

CORRESP
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CORRESP

   3260 Bayshore Boulevard

  Brisbane, CA 94005

 July 21, 2014

 VIA EDGAR

U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Attn:
Jeffrey P. Riedler

Johnny Gharib

Daniel Greenspan

Re:
Atara Biotherapeutics, Inc.

Registration Statement on Form S-1

File No. 333-196936

Acceleration Request

Requested Date:        Wednesday, July 23, 2014

Requested Time:       4:00 p.m., Eastern Daylight Time

Ladies and gentlemen:

 In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”) hereby requests that the Securities and Exchange Commission (the
“Commission”) take appropriate action to cause the Registration Statement on Form S-1 (File No. 333-196936) (the “Registration Statement”) to become effective on July 23, 2014, at 4:00 p.m.,
Eastern Daylight Time, or as soon as practicable thereafter, or at such later time as the Registrant may orally request via telephone call to the staff of the Commission (the “Staff”). The Registrant hereby authorizes each of
Kenneth L. Guernsey, Jodie M. Bourdet, J. Carlton Fleming and Robert E. Jones of Cooley LLP, counsel to the Registrant, to make such request on its behalf.

 Once the Registration Statement has been declared effective, please orally confirm that event with Jodie M. Bourdet of Cooley LLP, counsel to the Registrant, at (415) 693-2054.

In connection with this request, the Registrant acknowledges that:

Ÿ

 should the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;

Ÿ

 the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its
full responsibility for the adequacy and accuracy of the disclosure in the filing; and

Ÿ

 the Registrant may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under
the federal securities laws of the United States.

 Very truly yours,

 Atara Biotherapeutics, Inc.

 By:

/s/ John F. McGrath, Jr.

Name:

 John F. McGrath, Jr.

Title:

 Chief Financial Officer

cc:
Kenneth L. Guernsey, Cooley LLP

Jodie M. Bourdet, Cooley LLP

J. Carlton Fleming, Cooley LLP

Bruce K. Dallas, Davis Polk & Wardwell LLP

CORRESP
1
filename1.htm

CORRESP

 Goldman, Sachs & Co.

200 West Street,

 New York, New York 10282

Citigroup Global Markets Inc.

 388 Greenwich Street

New York, New York 10013

 July 21, 2014

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Attn:
Jeffrey Riedler

Johnny Gharib

Daniel Greenspan

Re:
Atara Biotherapeutics, Inc.

Registration Statement on Form S-1

Registration File No. 333-196936

 Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933 (the “Act”), we, as representatives of the several
Underwriters, hereby join in the request of Atara Biotherapeutics, Inc. (the “Company”) for acceleration of the effective date of the above-named Registration Statement so that it becomes effective at 4:00 PM Eastern Daylight Time
on July 23, 2014, or as soon thereafter as practicable.

 Pursuant to Rule 460 under the Act, we, as representatives of the
several Underwriters, wish to advise you that we have effected the following distribution of the Company’s Preliminary Prospectus dated July 10, 2014:

(i)
Dates of distribution: July 10, 2014 through the date hereof

(ii)
Number of prospective underwriters to which the preliminary prospectus was furnished: 3

(iii)
Number of copies of the preliminary prospectus furnished to investors: approximately 2,851

(iv)
Number of copies of the preliminary prospectus distributed to others, including the Company, the Company’s counsel, independent accountants, and underwriters’ counsel: approximately 52

We, the undersigned, as representatives of the several Underwriters, have complied and will comply, and we have been informed by the
participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934.

Very truly yours,

 GOLDMAN, SACHS & CO.

CITIGROUP GLOBAL MARKETS INC.

Acting severally on behalf of themselves and the

 several
Underwriters

By:

GOLDMAN, SACHS & CO.

By:

 /s/ David McDonald

Name:

David McDonald

Title:

Managing Director

By:

CITIGROUP GLOBAL MARKETS INC.

By:

 /s/ Jennifer Jarrett

Name:

Jennifer Jarrett

Title:

Managing Director

 [Signature Page to Underwriters’ Acceleration Request]

CORRESP
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CORRESP

 Jodie M. Bourdet

 T: +1 415 693 2054

jbourdet@cooley.com

 *FOIA Confidential Treatment Request*

Confidential Treatment Requested by

 Atara
Biotherapeutics, Inc. in connection with

 Registration on Form S-1 (File No. 333-196936)

 July 2, 2014

 VIA EDGAR and

OVERNIGHT DELIVERY

CERTAIN PORTIONS OF THIS LETTER AS FILED VIA EDGAR HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. OMITTED INFORMATION HAS BEEN REPLACED IN THIS LETTER AS FILED VIA EDGAR WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[****].” THE OMITTED PORTIONS ARE BRACKETED IN THE
UNREDACTED PAPER SUBMISSION FOR EASE OF IDENTIFICATION.

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

 Attention: Jeffrey P. Riedler

Re:
Atara Biotherapeutics, Inc.

Registration Statement on Form S-1

File No. 333-196936

 Dear Mr. Riedler:

We are submitting this letter on behalf of Atara Biotherapeutics, Inc. (the “Company”) in connection with the review by the staff (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) of the Company’s Registration Statement on Form S-1 (File No. 333-196936) (the “Registration
Statement”). Because of the commercially sensitive nature of information contained herein, this submission is accompanied by the Company’s request for confidential treatment for selected portions of this letter pursuant to Rule 83
of the Commission’s Rules on Information and Requests, 17 C.F.R. §200.83, and the Freedom of Information Act.

 The purpose of this letter is to
notify the Staff that, after discussion with the Company’s board of directors and consultation with the lead underwriters for the offering, the Company anticipates that the preliminary price range for the offering will not be higher than
$[****] to $[****] per share (the “Preliminary IPO Price Range”). The Company expects to include the actual price range in an amendment to the Registration Statement that would shortly precede the commencement of the
Company’s road show process, and confirms that this actual price range will be narrowed to comply with the Staff’s interpretation regarding the parameters of a bona fide price range.

 101 CALIFORNIA STREET,
5TH FLOOR, SAN FRANCISCO, CA 94111-5800 T: (415) 693-2000 F: (415) 693-2222 WWW.COOLEY.COM

 *FOIA Confidential Treatment Request*

Confidential Treatment Requested by Atara

Biotherapeutics, Inc. in Connection with

 Registration
on Form S-1 (File No. 333-196936)

 July 2, 2014

 Page Two

 The valuation of the Company’s common stock of $6.61 per share, as determined by the Company’s
Board of Directors on March 31, 2014, included a liquidity discount of 21.8%, which reflected the illiquidity of the Company’s common stock on that date and the uncertainty of the Company’s public offering, while the Preliminary IPO
Price Range assumes a successful offering and represents an estimate of the fair value of the unrestricted, freely tradable stock that would be sold in the public offering market without liquidity and marketability discounts. The Company’s
discussion of stock-based compensation is primarily contained within the section of the Registration Statement titled “Stock-Based Compensation” on pages 61 to 62 thereof. The Company believes that the following factors and events that
occurred subsequent to March 31, 2014, along with the liquidity discount, adequately explain the difference between the March 31, 2014 valuation and the Preliminary IPO Price Range:

•

The Company filed an investigational new drug (“IND”) application for STM 434 in April 2014;

•

In May 2014, the Food and Drug Administration granted the Company permission to move forward under this IND and to investigate all solid tumors in its Phase 1 clinical study of STM 434, which was a broader
authorization than the Company had anticipated; and

•

There was significant improvement in equity market conditions affecting comparable public companies in the second quarter of 2014, as reflected in comparable companies’ market multiples, IPO valuations and other
metrics. Specifically, the Company reviewed the recent biotechnology initial public offerings of Kite Pharma, Inc., Zafgen, Inc., Ardelyx, Inc. and ZS Pharma, Inc., all of which were completed in June 2014. Through June 26, 2014, the aggregate
market capitalization of these four companies had increased 47.4% since the pricings of the initial public offerings.

**********

 Please contact me at
(415) 693-2054 or Kenneth L. Guernsey at (415) 693-2091 with any questions or comments regarding this letter.

 Sincerely,

/s/ Jodie M. Bourdet

 Jodie M. Bourdet

cc:
Isaac E. Ciechanover, M.D., Atara Biotherapeutics, Inc.

Kenneth L. Guernsey, Cooley LLP

Bruce K. Dallas, Davis Polk & Wardwell LLP

 101 CALIFORNIA STREET,
5TH FLOOR, SAN FRANCISCO, CA 94111-5800 T: (415) 693-2000 F: (415) 693-2222 WWW.COOLEY.COM

June 4 , 2014

Via E -mail
Isaac E. Ciechanover, M.D.
Chief Executive Officer
Atara Biotherapeutics, Inc.
3260 Bayshore Boulevard
Brisbane, CA 94005

Re: Atara Biotherapeutics, Inc.
Amendment No. 1 to Draft Registration Statement on Form S -1
Submitted May 22, 2014
  CIK No. 0001604464

Dear Dr. Ciechanover:

We have reviewed amendment no. 1 to your draft registration statement and have the
following comments.  In some of our comments,  we may ask you to provide us with information
so we may better understand your disclosure.

Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registra tion statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these comme nts and your
amended draft registration statement or filed registration statement, we may have additional
comments.

Notes to Combined and Consolidated Financial Statements
2. Summary of Significant Accounting Policies
Basis of Presentation and Recapital ization, page F -8

1. Please refer to your response to prior comment 30.   Disclose the reason that you
accounted for the Recapitalization as a combination of businesses under common control
since the businesses were under common ownership and management and n ot under
common control.   If the reason is because the Recapitalization lacked substance, disclose
the basis for this conclusion.

Stock -based compensation expense, page F -13

2. Please provide us additional information to support the significant increase i n valuation
from $2.06 at January 8, 2014 to $6.61 at March 31, 2014.   Please include the probability

Isaac E. Ciechanover, M.D.
Atara Biotherapeutics, Inc.
June 4 , 2014
Page 2

 percentages applied to each scenario for the March 31, 2014 valuation and how you
concluded they were reasonable.   Please clarify how you concluded the as sumptions used
for the January 8, 2014 valuation were reasonable particularly considering that you issued
Series B preferred stock in November 2013 and January 2014 for approximately $6.12
per share.

You may contact Vanessa Robertson at (202) 551 -3649 or James Rosenberg at (202)
551-3679 if you have questions regarding comments on the financial statements and related
matters.  Please contact Johnny Gharib at (202) 551 -3170, Daniel Greenspan at (202) 551 -3623
or me at (202) 551 -3715 with any other questions .

Sincerely,

 /s/ Daniel  Greenspan  for

Jeffrey P. Riedler
Assistant Director

cc: Via E -mail
 Jodie M. Bourdet, Esq.
 Cooley LLP

May 8 , 2014

Via E -mail
Isaac E. Ciechanover, M.D.
Chief Executive Officer
Atara Biotherapeutics, Inc.
3260 Bayshore Boulevard
Brisbane, CA 94005

Re: Atara Biotherapeutics, Inc.
Draft Registration Statement on Form S -1
Confidentially Submitted April 10, 2014
  CIK No. 0001604464

Dear Dr. Ciechanover:

We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  I f you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.

General

1. We note that there are a number of additional exhibits that have yet  to be filed.  Please
provide these exhibits as promptly as possible.  Please note that we may have comments
on these materials once they are provided.

2. We note that you intend to request confidential treatment for portions of information
contained in your exhibits.  If you have not done so, please submit your application for
confidential treatment as soon as possible so that we may begin our review of your
request.  Any staff comments to your application will be sent separately from comments
to your draft registration statement.

Isaac E. Ciechanover, M.D.
Atara Biotherapeutics, Inc.
May 8 , 2014
Page 2

 3. Please confirm that the graphics included in your registration statement are the only
graphics you will use in your prospe ctus.  If those are not the only graphics, please
provide any additional graphics prior to their use for our review.

4. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you , or anyone authorized to do so on your
behalf , present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.   Similarly, please
suppleme ntally provide us with any research reports ab out you that are published or
distributed in reliance upon Section 2(a)(3) of the Securities Act of 1933 added by
Section 105(a) of the Jumpstart Our Business Startups Act by any broker or dealer that is
participating or will participate in your offering.

Prospectus Summary ,
Corporate Information, page 4

5. Please revise your disclosure in this section, in your risk factor on page 42 and on page
62 under the header “Emerging Growth Company S tatus”  to describe how and when a
company may lose such status.

6. We note your disclosure on page 63 which states that you are opting out of the extended
transition period for complying with new or revised accounting  standards pursuant to
Section 107(b) of the JOBS Act.  Please expand your di sclosure to  discuss your e lection
under Section 107(b) of the JOBS Act in this section as well.  Also, please expand your
disclosure in this section and on page 63 to include a st atement that the election is
irrevocable.

Risk Factors , page 10

7. Please add an appropriatel y titled risk factor discussing your ability to use your net
operating loss carryforwards.  In doing so, please quantify the amount of your net
operating loss carryforwards and provide similar  information to that  contained in the
section entitled “Income T axes” on page 60 of your registration statement.

Risks related to Our Intellectual Property
If we are unable to obtain and maintain sufficient intellectual property…, page 24

8. Please expand your risk f actor discussion to highlight the  current expect ed expiration date
for the patents underlying your most advanced product candidates, PINTA 745 and STM
434.

Isaac E. Ciechanover, M.D.
Atara Biotherapeutics, Inc.
May 8 , 2014
Page 3

 Risks Related to the Commercialization of Our Product Candidates
If we and our third -party manufacturers fail to comply with environmental…, page 39

9. Please disclose here and elsewhere  in the risk factors where you address the company’s
liability risks and c orresponding insurance coverage  that you carry insurance coverage
with policy limits that are customary for similarly situated companies and adequate to
provide you with insurance c overage for foreseeable risks .

Special Note Regarding Forward -Looking Statements and Industry Data, page 48

10. Please note that it is not appropriate to state or imply that you do not have liability for the
statemen ts in your registration statement.  Your statement s on page 48 that you “have not
independently verified market and industry data from third -party sources ” and  that
“neither your research nor your market definitions have been verified by any independent
source” could imply that you are not taking liability for the statistical and other industry
and market data included in your registration statement.  In order to eliminate any
inference that you are not liable for all of the information in your registratio n statement,
please delete these statements or include a statement specifically acknowledging
responsibility for the accuracy of these statements  and potential  liability under the federal
securities laws .

Use of Pr oceeds, page 49

11. To the extent practicable, please disclose how far in the planned confirmatory Phase 2
and initial  Phase I clinical trial s of, respectively, PINTA 745 and STM 434, you estimate
the offering proceeds and existing cash resources will enable you to  reach.

Capitalization, page 52

12. Please tell us why the issuance of the 2,204,693 shares of Series B convertible preferred
stock in January 2014 and the subsequent con version into common stock immediately
prior to the closing of this offering is excluded from pro forma .

Management’s Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Policies and Significant Judgments and Estim ates
Accrued Research and Development Expenses, page 58

13. Please revise your disclosure to clarify whether changes in estimates have been material
for each period presented, quantifying any material changes in estimate.

Isaac E. Ciechanover, M.D.
Atara Biotherapeutics, Inc.
May 8 , 2014
Page 4

 Business , page 69

14. Where the following terms first appear in this section and the Prospectus Summary,
please  give the meaning and significance of such terms in plain language that may be
underst ood by a lay reader  not acquainted with the relevant industry or scientific field.

 statistical  significance ;
 murine surrogate;
 FDA breakthrough designation;
 upregulated;
 CKD;
 histological;  and
 ligand

15. Please specify the studies  to which you refer in the fifth paragraph on page 69 regarding
the beneficial properties demonstrated by PINTA 745.

Our Product Candidates, page 72

16. Please disclose, where applicable in your discussion of your product candidates in
devel opment, including PINTA 745 and STM 434, when INDs  were filed for the
commencement of clinical trials, the name of the trial sponsor and, with respect to
PINTA 745, whether any INDs remain open.  If an IND was not filed pertaining  to any of
your clinical t rials, please explain why the IND was not required.

Preclinical Studies, page 76

17. We note that your preclinical trials m ake reference to p -values in the charts provided and
results that were statistically significant.  Please explain what the term “p -value” refers to
and what it indicates about the statistical significance of res ults obtained from the trials.

PINTA 745 Phase 1 Clinical Studies – Safety and Tolerability, page 78

18. Please quantify what you mean by “decreased slightly” and “remained slightly lower”
when you state, “Of note, b ody fat decreased slightly in the 3.0 mg/kg group at the end of
the treatment period and remained slightly lower  than baseline four weeks after the
cessation of treatment.”

STM 434, a Targeted Therapy for Ovarian Cancer and Potentially other Solid Tumors
Preclinical Studies
TOV -21G Mouse Models (Clear Cell Ovarian Tumors), page 85

19. We note that in a subsequent preclinical study where  you evaluated STM 434/s in a
TOV -21G model used as both a single agent and in combination with the chemotherapy

Isaac E. Ciechanover, M.D.
Atara Biotherapeutics, Inc.
May 8 , 2014
Page 5

 agent 5 -fluorouracil, results from these experiments showed a statistically significant
reduction i n tumor volume for the agent.  In addition t o the accompanying table , please
expand the narrative description of the study  to quantify the statistically significant
reduction in tumor volume .

Inhibin Knockout Mouse Model (Granulosa Cell Tumors), page 87

20. We note that that knockout model treated with STM 434/s showed a statistically
significant improvement in surv ival as compared to knockout mice treated with saline.
Please expand your disclosure to quantify the statistically sign ificant improvement in
survival and include p -values .

Pipeline, page 88

21. We note that you have five pipeline product candidates in the research stage, but that you
only provide a description of three of these programs.  Please expand your disclosure to
provide a description of your other two programs.

License Agreements, page  90

22. Please expand your disclosure to quantify the amount of shares of Series A -1 preferred
stock which you issued to Amgen  under all of your license agreements.  Also, please
disclose that each share of preferred stock will convert to one share of common stock
immediately prior to the completion  of this offering

23. Please quantify the amount of fees you have paid to Amgen to date for clinical supplies
under your lic ense agreement for PINTA 745 .

Intellectual Propert y
Patents, page 91

24. Please disclose the expected expiration dates for your U.S. patents separately from your
non-U.S. patents.

Employment Arrangements
Gad Soffer, page 111

25. Please clarify whether Mr. Soffer’s employment agreement e ntitles him to any
termination -based payments or benefits.

Lock -Up Agreements, page 129

26. Please confirm that the lock -up agreement will be filed as part of the underwriting
agreement.  If not, please file the form of lock -up agreement as an exhibit.

Isaac E. Ciechanover, M.D.
Atara Biotherapeutics, Inc.
May 8 , 2014
Page 6

Notes to Combined Financial Statements
2. Summary of Significant Accounting Policies
Basis of Presentation, page F -7

27. Please provide us an analysis that supports presenting the financial statements on a
combined basis.   Please demonstrate how Atara, Nina, Pinta  and Santa Maria were under
common control or management and provide the ownership and management information
for each of the companies separately.   Clarify what management functions Atara
provided other than the payment of common expenses as disclosed in Note 1  and whether
Atara has provided or provides management functions to entities besides Nina, Pinta and
Santa Maria.

Stock -based compensation expense, page F -10

28. Please provide the disclosure regarding expected volatility required by ASC 718 -10-50-
2.f.2.ii.

29. We may have additional comments on your accounting for stock compensation or any
beneficial conversion features once you have disclosed an estimated offering price.
Please provide us with a quantitative and qualitative analysis explaining the dif ference
between the estimated offering price and the fair value of each equity issuance through
the date of effectiveness for the preceding twelve months .

9. Subsequent Events, page F -22

30. Please describe to us the acco unting you will ascribe to the R ecapi talization and provide
us an analysis to support that accounting  with reference to appropriate authoritative
literature .

31. Please tell us how earnings per share will  be calculated and presented in financial
statement periods that precede and include the rec apitalization  with reference to
appropriate authoritative literature .

32. Please explain how you calculated the number of share s of common stock after the
recapitalization of 1,693,687 since it does not appear to be calculated by using the
number of shares b efore the recapitalization of 16,443,185 exchanged on a nine -for-one
basis.

If you intend to respond to these comments with an amended draft registration statement,
please submit it and any associated correspondence in accordance with the guidance we pro vide
in the Division’s October 11, 2012 announcement on the SEC website at
http://www.sec.gov/divisions/corpfin/cfannouncements/drsfilingprocedures101512.htm.

Isaac E. Ciechanover, M.D.
Atara Biotherapeutics, Inc.
May 8 , 2014
Page 7

 Please keep in mind that we may publicly post filing review correspondence in
accordance with ou r December 1, 2011 policy
(http://www.sec.gov/divisions/corpfin/cfannouncements/edgarcorrespondence.htm).  If you
intend to use Rule 83 (17 CFR 200.83) to request confidential treatment of information in the
correspondence you submit on EDGAR, please prope rly mark that information in each of your
confidential submissions to us so we do not repeat or refer to that information in our comment
letters to you.

You may contact Vanessa Robertson at (202) 551 -3649  or James Rosenberg  at (202)
551-3679  if you have questions regarding comments on the financial statements and related
matters.  Please contact Johnny Gharib at (202) 551 -3170 , Daniel Greenspan at (202) 551 -3623
or me at (202) 551 -3715 with any other questions.

Sincerely,

 /s/ Daniel Greenspan for

Jeffrey P. Riedler
Assistant Director

cc: Via E -mail
 Jodie Bourdet , Esq.
 Cooley  LLP