Form 4 - Statement of changes in beneficial ownership of securities

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

McGaughy R Kent Jr

(Last)

(First)

(Middle)

C/O CPMG, INC.

4215 WEST LOVERS LN., STE 100

(Street)

DALLAS

75209

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
REATA PHARMACEUTICALS INC [ RETA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/26/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A common stock	09/26/2023		D		25,004	D	⁽¹⁾⁽²⁾	0	D
Class A common stock	09/26/2023		D		2,896,901	D	⁽¹⁾⁽²⁾	0	I	See footnote⁽³⁾⁽⁶⁾
Class A common stock	09/26/2023		D		4,591	D	⁽¹⁾⁽²⁾	0	I	By Lagos Trust⁽⁴⁾⁽⁶⁾
Class A common stock	09/26/2023		D		280	D	⁽¹⁾⁽²⁾	0	I	By Traweek Children's Trust⁽⁵⁾⁽⁶⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B common stock	⁽⁷⁾	09/26/2023		D			1,692,857	⁽⁷⁾	⁽⁷⁾	Class A common stock	1,692,857	⁽¹⁾⁽²⁾	0	I	See footnote⁽³⁾⁽⁶⁾
Class B common stock	⁽⁷⁾	09/26/2023		D			51,095	⁽⁷⁾	⁽⁷⁾	Class A common stock	51,095	⁽¹⁾⁽²⁾	0	I	By Lagos Trust⁽⁴⁾⁽⁶⁾
Class B common stock	⁽⁷⁾	09/26/2023		D			3,109	⁽⁷⁾	⁽⁷⁾	Class A common stock	3,109	⁽¹⁾⁽²⁾	0	I	By Traweek Children's Trust⁽⁵⁾⁽⁶⁾
Class B common stock	⁽⁷⁾	09/26/2023		D			278,309	⁽⁷⁾	⁽⁷⁾	Class A common stock	278,309	⁽¹⁾⁽²⁾	0	D
Stock Option (right to buy)	$130.92	09/26/2023		D			6,300	⁽¹⁾⁽²⁾	06/10/2030	Class A common stock	6,300	⁽¹⁾⁽²⁾	0	D
Stock Option (right to buy)	$130.92	09/26/2023		D			699	⁽¹⁾⁽²⁾	06/10/2030	Class A common stock	699	⁽¹⁾⁽²⁾	0	D
Stock Option (right to buy)	$146.01	09/26/2023		D			5,000	⁽¹⁾⁽²⁾	06/10/2031	Class A common stock	5,000	⁽¹⁾⁽²⁾	0	D
Stock Option (right to buy)	$146.01	09/26/2023		D			690	⁽¹⁾⁽²⁾	06/10/2031	Class A common stock	690	⁽¹⁾⁽²⁾	0	D
Stock Option (right to buy)	$27.32	09/26/2023		D			399	⁽¹⁾⁽²⁾	01/03/2032	Class A common stock	399	⁽¹⁾⁽²⁾	0	D
Stock Option (right to buy)	$34.76	09/26/2023		D			11,240	⁽¹⁾⁽²⁾	06/08/2032	Class A common stock	11,240	⁽¹⁾⁽²⁾	0	D
Stock Option (right to buy)	$34.76	09/26/2023		D			4,787	⁽¹⁾⁽²⁾	06/08/2032	Class A common stock	4,787	⁽¹⁾⁽²⁾	0	D
Stock Option (right to buy)	$93.61	09/26/2023		D			1,628	⁽¹⁾⁽²⁾	06/07/2033	Class A common stock	1,628	⁽¹⁾⁽²⁾	0	D
Stock Option (right to buy)	$93.61	09/26/2023		D			4,275	⁽¹⁾⁽²⁾	06/07/2033	Class A common stock	4,275	⁽¹⁾⁽²⁾	0	D
Stock Option (right to buy)/	$22.57	09/26/2023		D			6,000	⁽¹⁾⁽²⁾	12/07/2026	Class B common stock	6,000	⁽¹⁾⁽²⁾	0	D
Stock Option (right to buy)	$22.57	09/26/2023		D			2,773	⁽¹⁾⁽²⁾	12/07/2026	Class B common stock	2,773	⁽¹⁾⁽²⁾	0	D
Stock Option (right to buy)	$25.52	09/26/2023		D			6,000	⁽¹⁾⁽²⁾	06/14/2027	Class B common stock	6,000	⁽¹⁾⁽²⁾	0	D
Stock Option (right to buy)	$25.52	09/26/2023		D			3,185	⁽¹⁾⁽²⁾	06/14/2027	Class B common stock	3,185	⁽¹⁾⁽²⁾	0	D
Stock Option (right to buy)	$39.48	09/26/2023		D			8,000	⁽¹⁾⁽²⁾	06/13/2028	Class B common stock	8,000	⁽¹⁾⁽²⁾	0	D
Stock Option (right to buy)	$39.48	09/26/2023		D			1,844	⁽¹⁾⁽²⁾	06/13/2028	Class B common stock	1,844	⁽¹⁾⁽²⁾	0	D
Stock Option (right to buy)	$88.75	09/26/2023		D			9,000	⁽¹⁾⁽²⁾	06/12/2029	Class B common stock	9,000	⁽¹⁾⁽²⁾	0	D
Stock Option (right to buy)	$88.75	09/26/2023		D			892	⁽¹⁾⁽²⁾	06/12/2029	Class B common stock	892	⁽¹⁾⁽²⁾	0	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger, dated July 28, 2023, by and among the Issuer, Biogen Inc. ("Biogen") and River Acquisition, Inc., the Issuer became a wholly-owned subsidiary of Biogen upon consummation of the merger (the "Effective Time"). At the Effective Time, (a) each of the Issuer's outstanding shares of Class A common stock and Class B common stock (collectively, "Common Stock") was canceled and extinguished and automatically converted into the right to receive $172.50 in cash (the "Merger Consideration"), without interest, less any withholding taxes,... (Continued in Footnote 2)

2. (Continued from Footnote 1) ...and (b) each of the Issuer's outstanding unexercised stock options, whether vested or unvested, was automatically canceled and terminated and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the number of shares of the Issuer's Common Stock underlying such option immediately prior to the Effective Time multiplied by (ii) the amount, if any, by which the Merger Consideration exceeded the exercise price per share of such option, subject to any applicable withholding taxes.

3. These shares of Class A common stock were held in various funds for which CPMG, Inc. serves as investment manager. Each of the Reporting Person and Antal Desai is a shareholder and managing partner of CPMG, Inc.

4. The Reporting Person is trustee of Lagos Trust.

5. The Reporting Person is trustee of Traweek Children's Trust.

6. The Reporting Person disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

7. The Class B common stock was convertible into Class A common stock on a one-for-one basis at the holder's election at any time. The conversion right of the Class B common stock had no expiration date.

	/s/ R. Kent McGaughy, Jr.	09/26/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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