0000899243-23-019545.txt : 20230926 0000899243-23-019545.hdr.sgml : 20230926 20230926163047 ACCESSION NUMBER: 0000899243-23-019545 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230926 FILED AS OF DATE: 20230926 DATE AS OF CHANGE: 20230926 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WORTLEY MICHAEL D CENTRAL INDEX KEY: 0001034320 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37785 FILM NUMBER: 231280824 MAIL ADDRESS: STREET 1: 5320 LEGACY DRIVE CITY: PLANO STATE: TX ZIP: 75024 ISSUER: 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 BUSINESS ADDRESS: STREET 1: 5320 LEGACY DRIVE CITY: PLANO STATE: TX ZIP: 75024 BUSINESS PHONE: 972-865-2219 MAIL ADDRESS: STREET 1: 5320 LEGACY DRIVE CITY: PLANO STATE: TX ZIP: 75024 4 1 doc4.xml FORM 4 SUBMISSION X0508 4 2023-09-26 1 0001358762 REATA PHARMACEUTICALS INC RETA 0001034320 WORTLEY MICHAEL D 5320 LEGACY DRIVE PLANO TX 75024 0 1 0 0 Chief Legal Officer 0 Class A common stock 2023-09-26 4 D 0 49701 D 0 D Employee Stock Option (right to buy) 121.29 2023-09-26 4 D 0 16500 D 2031-01-04 Class A common stock 16500 0 D Employee Stock Option (right to buy) 27.32 2023-09-26 4 D 0 70000 D 2032-01-03 Class A common stock 70000 0 D Employee Stock Option (right to buy) 36.71 2023-09-26 4 D 0 63650 D 2033-01-03 Class A common stock 63650 0 D Employee Stock Option (right to buy) 22.57 2023-09-26 4 D 0 62800 D 2026-12-07 Class B common stock 62800 0 D Employee Stock Option (right to buy) 24.75 2023-09-26 4 D 0 60400 D 2027-12-06 Class B common stock 60400 0 D Employee Stock Option (right to buy) 55.73 2023-09-26 4 D 0 34500 D 2029-01-02 Class B common stock 34500 0 D Employee Stock Option (right to buy) 55.73 2023-09-26 4 D 0 17250 D 2029-01-02 Class B common stock 17250 0 D Employee Stock Option (right to buy) 55.73 2023-09-26 4 D 0 17250 D 2029-01-02 Class B common stock 17250 0 D Employee Stock Option (right to buy) 207.20 2023-09-26 4 D 0 24000 D 2030-01-02 Class B common stock 24000 0 D 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, (b) each of the Issuer's outstanding restricted stock units ("RSUs") was automatically canceled and terminated and converted into the right to receive an amount in cash equal to the product of (i) the number of shares of the Issuer's Common Stock underlying such RSU immediately prior to the Effective Time multiplied by (ii) the Merger Consideration, (Continued in Footnote 2) (Continued from Footnote 1) without interest, subject to any applicable withholding taxes, and (c) 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. As a result, stock options with a per share exercise price equal to or greater than the Merger Consideration were canceled without additional consideration. /s/ Tracy Herson, attorney-in-fact 2023-09-26