X0306 4/A 2021-03-15 2021-03-17 0 0001757715 Aterian, Inc. ATER 0001778024 Risico Joseph A C/O ATERIAN, INC. 37 E 18TH STREET, 7TH FLOOR NEW YORK NY 10003 0 1 0 0 Chief Legal Officer Common Stock 2021-03-15 4 M 0 111524 9.72 A 290409 D Common Stock 2021-03-15 4 S 0 56538 31.1383 D 233871 D Common Stock 2021-03-15 4 S 0 41319 31.8398 D 192552 D Common Stock 2021-03-15 4 S 0 13628 32.9816 D 178924 D Common Stock 2021-03-15 4 S 0 39 33.66 D 178885 D Common Stock 2021-03-16 4 S 0 38756 29.8345 D 140129 D Employee Stock Option (Right to Buy) 9.72 2021-03-15 4 M 0 111524 0.00 D 2028-12-28 Common Stock 111524 26937 D The option exercise reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 14, 2020. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 14, 2020. 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 $30.62 to $31.62, 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. 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 $31.63 to $32.63, 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. 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 $32.64 to $33.60, 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. 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 $29.26 to $30.25, 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. 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. 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. This Form 4 is being amended and restated to include certain sales that occurred in connection with the reported option exercise, to correct the sales transactions that were previously reported (including the prices at which such sales occurred) and to correct the number of securities beneficially owned following the reported transactions. /s/Joseph A. Risico 2021-07-02