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