SC 13D/A 1 d385044dsc13da.htm SC 13D/A SC 13D/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

 

 

Reata Pharmaceuticals, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.001 per share

(Title of Class of Securities)

75615P 10 3

(CUSIP Number)

Peter Haahr

Novo A/S

Tuborg Havnevej 19

Hellerup, Denmark DK-2900

+45 3527 6592

Copy to:

B. Shayne Kennedy, Esq.

Latham & Watkins LLP

650 Town Center Drive, 20th Floor

Costa Mesa, CA 92626

Telephone: (714) 540-1235

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 28, 2017

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.  ☐

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

 

 

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No.: 75615P 10 3

 

  1.   

Name of Reporting Person:

 

Novo A/S

  2.  

Check the Appropriate Box if a Member of Group (See Instructions):

(a)  ☐        (b)  ☒

 

  3.  

SEC Use Only:

 

    

  4.  

Source of Funds:

 

WC

  5.  

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):  ☐

 

    

  6.  

Citizenship or Place of Organization:

 

Denmark

Number of

Shares

Beneficially  

Owned By

Each

Reporting

Person

With:

 

      7.    

Sole Voting Power:

 

3,367,763 (1)

     8.   

Shared Voting Power:

 

0

     9.   

Sole Dispositive Power:

 

3,367,763 (1)

   10.   

Shared Dispositive Power:

 

0

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

3,367,763 (1)

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares:  ☐

 

    

13.  

Percent of Class Represented By Amount In Row (11):

 

20.7% (2)

14.  

Type of Reporting Person:

 

CO

 

(1) Comprised of 965,794 shares of Class A common stock and assumes the conversion of 2,401,969 shares of Class B common stock into Class A common stock on a one-for-one basis (the “Novo Shares”).
(2) Based upon 13,888,645 shares of Class A common stock and 8,456,249 shares of Class B common stock outstanding as of February 28, 2017 as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “Commission”) on March 3, 2017. Beneficial ownership is based on conversion of only the 2,401,969 shares of Class B common stock held by Novo A/S into Class A common stock on a one-for-one basis. Assuming all 8,456,249 shares of Class B common stock are converted into Class A common stock, Novo A/S would beneficially own 15.1% of the Class A common stock.

 

2

This amendment (“Amendment No. 3”) amends the Schedule 13D originally filed with the Commission on June 2, 2016, as subsequently amended by Amendment No. 1 filed with the Commission on August 5, 2016 and Amendment No. 2 filed with the Commission on December 9, 2016 (collectively, the “Schedule”), to report a decrease in beneficial ownership of the Class A common stock of the Issuer held by the Reporting person resulting from an increase in the Issuer’s Class A common stock outstanding, and to reflect that Jack B. Nielsen, a member of the board of directors of the Issuer, is no longer employed by Novo A/S. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule.

 

Item 5. Interest in Securities of the Issuer

Item 5(a) of the Schedule is amended and replaced in its entirety as follows:

(a)    Novo A/S beneficially owns an aggregate of 3,367,763 shares of Class A common stock, comprised of 965,794 shares of Class A common stock and 2,401,969 shares of Class B common stock representing 20.7% of the Class A common stock based on conversion of only the 2,401,969 shares of Class B common stock held by the Novo A/S into Class A common stock on a one-for-one basis. The Class B common stock converts on a one-for-one basis into Class A common stock upon any sale or transfer. Assuming all outstanding 8,456,249 shares of Class B common stock are converted into Class A common stock, Novo A/S would beneficially own 15.1% of the Class A common stock. The foregoing percentage ownership calculations are based upon 13,888,645 shares of Class A common stock and 8,456,249 shares of Class B common stock outstanding as of February 28, 2017 as reported in the Issuer’s Annual Report on Form 10-K filed with the Commission on March 3, 2017.

Item 5(b) of the Schedule is amended and replaced in its entirety as follows:

(b)    Novo A/S is a Danish limited liability company wholly owned by the Novo Nordisk Foundation (the “Foundation”). Novo A/S, through its Board of Directors (the “Novo Board”), has the sole power to vote and dispose of the Novo Shares. The Novo Board, currently comprised of Sten Scheibye, Goran Ando, Jeppe Christiansen, Steen Riisgaard and Per Wold-Olsen, may exercise voting and dispositive control over the Novo Shares only with the support of a majority of the Novo Board. As such, no individual member of the Novo Board is deemed to hold any beneficial ownership or reportable pecuniary interest in the Novo Shares. Except as described in this Amendment No. 3, neither the Foundation, Novo A/S nor any of their respective directors or executive officers has the power to direct the vote as to, or the disposition of the Novo Shares.

 

3

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: March 3, 2017     Novo A/S
   

/s/ Peter Haahr

    By:   Peter Haahr
    Its:   Chief Financial Officer

 

Signature Page to Schedule 13D

Reporting Person: Novo A/S Issuer: Reata Pharmaceuticals, Inc.