0001193125-16-613649.txt : 20160606 0001193125-16-613649.hdr.sgml : 20160606 20160606130637 ACCESSION NUMBER: 0001193125-16-613649 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20160606 DATE AS OF CHANGE: 20160606 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: REATA PHARMACEUTICALS INC CENTRAL INDEX KEY: 0001358762 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 113651945 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-89517 FILM NUMBER: 161698085 BUSINESS ADDRESS: STREET 1: 2801 GATEWAY DRIVE SUITE 150 CITY: IRVING STATE: TX ZIP: 75063 BUSINESS PHONE: 972-865-2206 MAIL ADDRESS: STREET 1: 2801 GATEWAY DRIVE SUITE 150 CITY: IRVING STATE: TX ZIP: 75063 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Hoffman Marguerite CENTRAL INDEX KEY: 0001676132 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: C/O DON STUART STREET 2: 221 WEST 6TH STREET, SUITE 1300 CITY: AUSTIN STATE: TX ZIP: 78701 SC 13G 1 d298966dsc13g.htm SC 13G SC 13G

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

 

 

Reata Pharmaceuticals, Inc.

(Name of Issuer)

Class A Common Stock, $0.001 par value

(Title of Class of Securities)

75615P 103

(CUSIP Number)

May 25, 2016

(Date of Event which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

  ¨ Rule 13d-1(b)

 

  x Rule 13d-1(c)

 

  ¨ Rule 13d-1(d)

 

* 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 the disclosures provided in a prior cover page.

The information required in 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 (“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 103  

 

  1   

Name of Reporting Person:

 

Marguerite Steed Hoffman

  2  

Check the Appropriate Box if a Member of a Group

(a)  ¨        (b)  ¨

 

  3  

SEC Use Only

 

  4  

Citizenship or Place of Organization

 

United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

     

Sole Voting Power

 

424,715 (a)

   6   

Shared Voting Power

 

71,078 (b)

   7   

Sole Dispositive Power

 

424,715 (a)

   8   

Shared Dispositive Power

 

71,078 (b)

  9  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

495,793

10  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  ¨

 

11  

Percent of Class Represented by Amount in Row (9)

 

6.2% (c)

12  

Type of Reporting Person

 

IN

 

(a) Includes (i) 179,069 shares of Class A common stock, par value $0.001 per share (“Class A Common Stock”) of Reata Pharmaceuticals, Inc. (the “Issuer”); and (ii) 245,646 shares of Class B common stock, par value $0.001 per share (“Class B Common Stock”) of the Issuer, which Class B Common Stock may be converted on a one-to-one basis within 60 days into Class A Common Stock, each such share of Class A and Class B Common Stock held directly by Ms. Hoffman and over which she exercises sole voting and dispositive power.
(b) Includes (i) 5,860 shares of Class A Common Stock and (ii) 65,218 shares of Class B Common Stock, each held directly by RVF Holdings, Ltd., a Texas limited partnership, over which Ms. Hoffman may be deemed to exercise shared voting and dispositive power as the sole member and sole manager of RVF Administration, LLC, a Texas limited liability company and the general partner of RVF Holdings, Ltd. Ms. Hoffman disclaims beneficial ownership of the foregoing shares in excess of her pecuniary interest.
(c) Based on 7,643,401 shares of Class A Common Stock outstanding.


Item 1(a). Name of issuer: Reata Pharmaceuticals, Inc. (the “Issuer”)

 

Item 1(b). Address of issuer’s principal executive offices:

2801 Gateway Drive, Suite 150

Irving, Texas 75063

 

Item 2(a). Names of persons filing:

Marguerite Steed Hoffman

 

Item 2(b). Address or principal business office or, if none, residence:

The business address of the Ms. Hoffman is c/o Don Stuart, 221 West 6th Street, Suite 1300, Austin, Texas 78701.

 

Item 2(c). Citizenship:

Ms. Hoffman is a United States citizen.

 

Item 2(d). Title of class of securities: Class A Common Stock, par value $0.001 (“Class A Common Stock”)

 

Item 2(e). CUSIP number: 75615P 103

 

Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: Not applicable.

 

Item 4. Ownership:

Ms. Hoffman may be deemed to beneficially own 495,793 shares of Class A Common Stock, representing approximately 6.2% of the outstanding shares of Class A Common Stock.

Ms. Hoffman may be deemed to have sole voting and dispositive power with respect to 424,715 shares of Class A Common Stock (by virtue of her direct ownership of 179,069 shares of Class A Common Stock and 245,646 shares of Class B Common Stock) and shared voting and dispositive power with respect to 71,078 shares of Class A Common Stock (by virtue of her indirect ownership of 5,860 shares of Class A Common Stock and 65,218 shares of Class B Common Stock).

 

Item 5. Ownership of five percent or less of a class: Not applicable.

 

Item 6. Ownership of more than five percent on behalf of another person: Not applicable.

 

Item 7. Identification and classification of the subsidiary which acquired the security being reported on by the parent holding company or control person: Not applicable.

 

Item 8. Identification and classification of members of the group: Not applicable.

 

Item 9. Notice of dissolution of group: Not applicable.


Item 10. Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of Issuer and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.


SIGNATURE

After reasonable inquiry and to the best of his or her knowledge and belief, undersigned certifies that the information with respect to it set forth in this statement is true, complete and correct.

 

Dated: June 6, 2016       Marguerite Steed Hoffman
    By:  

    /s/ Donald L. Stuart

    Name:   Donald L. Stuart
    Title:     Attorney-in-fact


LIST OF EXHIBITS

 

Exhibit No.

  

Description

24.1    Power of Attorney
EX-24.1 2 d298966dex241.htm EX-24.1 EX-24.1

Exhibit 24.1

POWER OF ATTORNEY

FOR EXECUTING SCHEDULE 13D AND 13G

The undersigned hereby constitutes and appoints Donald L. Stuart as the undersigned’s true and lawful attorney-in-fact to:

 

  1. Execute for and on behalf of the undersigned any Schedule 13D or Schedule 13G (including amendments thereto) in accordance with Sections 13(d) and 13(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), but only to the extent each form or schedule relates to the undersigned’s beneficial ownership of securities of Reata Pharmaceuticals, Inc.;

 

  2. Do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any Schedule 13D or Schedule 13G (including amendments thereto) and timely file the forms or schedules with the Securities and Exchange Commission and any stock exchange or quotation system, self-regulatory association or any other authority, and provide a copy as required by law or advisable to such persons as the attorney-in-fact deems appropriate; and

 

  3. Take any other action in connection with the foregoing that, in the opinion of the attorney-in-fact, may be of benefit to, in the best interest of or legally required of the undersigned, it being understood that the documents executed by the attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in the form and shall contain the terms and conditions as the attorney-in-fact may approve in the attorney-in-fact’s discretion.

The undersigned hereby grants to the attorney-in-fact full power and authority to do and perform all and every act requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that the attorney-in-fact shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers granted herein. The undersigned acknowledges that the attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming (nor is Reata Pharmaceuticals, Inc. assuming) any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act.

The undersigned agrees that the attorney-in-fact may rely entirely on information furnished orally or in writing by or at the direction of the undersigned to the attorney-in-fact. The undersigned also agrees to indemnify and hold harmless the attorney-in-fact against any losses, claims, damages or liabilities (or actions in these respects) that arise out of or are based upon any untrue statements or omissions of necessary facts in the information provided by or at the direction of the undersigned, or upon the lack of timeliness in the delivery of information by or at the direction of the undersigned, to the attorney-in fact for purposes of executing, acknowledging, delivering or filing a Schedule 13D or Schedule 13G (including any amendments, corrections, supplements or other changes thereto) with respect to the undersigned’s holdings of and transactions in securities issued by Reata Pharmaceuticals, Inc.,


and agrees to reimburse the attorney-in-fact on demand for any legal or other expenses reasonably incurred in connection with investigating or defending against any such loss, claim, damage, liability or action.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file any Schedule 13D and Schedule 13G (including any amendments, corrections, supplements or other changes thereto) with respect to the undersigned’s holdings of and transactions in securities issued by Reata Pharmaceuticals, Inc., unless earlier revoked by the undersigned in a signed writing delivered to the attorney-in-fact. This Power of Attorney does not revoke any other power of attorney that the undersigned has previously granted.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date written below.

 

/s/ Marguerite S. Hoffman

Signature

Marguerite S. Hoffman

Name

June 1, 2016

Date

RVF Administration, LLC

 

/s/ Marguerite S. Hoffman

Signature

Marguerite S. Hoffman, Sole Member and Sole Manager

Name

June 1, 2016

Date

RVF Holdings, Ltd.

By: RVF Administration, LLC, is general partner

 

/s/ Marguerite S. Hoffman

Signature

Marguerite S. Hoffman, Sole Member and Sole Manager

Name

June 1, 2016

Date