0000905148-23-001010.txt : 20230926 0000905148-23-001010.hdr.sgml : 20230926 20230926191856 ACCESSION NUMBER: 0000905148-23-001010 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: McGaughy R Kent Jr CENTRAL INDEX KEY: 0001402856 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37785 FILM NUMBER: 231281546 MAIL ADDRESS: STREET 1: 500 CRESCENT COURT STREET 2: SUITE 250 CITY: DALLAS STATE: TX ZIP: 75201 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 form4.xml X0508 4 2023-09-26 true 0001358762 REATA PHARMACEUTICALS INC RETA 0001402856 McGaughy R Kent Jr C/O CPMG, INC. 4215 WEST LOVERS LN., STE 100 DALLAS TX 75209 true true false Class A common stock 2023-09-26 4 D 0 25004 D 0 D Class A common stock 2023-09-26 4 D 0 2896901 D 0 I See footnote Class A common stock 2023-09-26 4 D 0 4591 D 0 I By Lagos Trust Class A common stock 2023-09-26 4 D 0 280 D 0 I By Traweek Children's Trust Class B common stock 2023-09-26 4 D 0 1692857 D Class A common stock 1692857 0 I See footnote Class B common stock 2023-09-26 4 D 0 51095 D Class A common stock 51095 0 I By Lagos Trust Class B common stock 2023-09-26 4 D 0 3109 D Class A common stock 3109 0 I By Traweek Children's Trust Class B common stock 2023-09-26 4 D 0 278309 D Class A common stock 278309 0 D Stock Option (right to buy) 130.92 2023-09-26 4 D 0 6300 D 2030-06-10 Class A common stock 6300 0 D Stock Option (right to buy) 130.92 2023-09-26 4 D 0 699 D 2030-06-10 Class A common stock 699 0 D Stock Option (right to buy) 146.01 2023-09-26 4 D 0 5000 D 2031-06-10 Class A common stock 5000 0 D Stock Option (right to buy) 146.01 2023-09-26 4 D 0 690 D 2031-06-10 Class A common stock 690 0 D Stock Option (right to buy) 27.32 2023-09-26 4 D 0 399 D 2032-01-03 Class A common stock 399 0 D Stock Option (right to buy) 34.76 2023-09-26 4 D 0 11240 D 2032-06-08 Class A common stock 11240 0 D Stock Option (right to buy) 34.76 2023-09-26 4 D 0 4787 D 2032-06-08 Class A common stock 4787 0 D Stock Option (right to buy) 93.61 2023-09-26 4 D 0 1628 D 2033-06-07 Class A common stock 1628 0 D Stock Option (right to buy) 93.61 2023-09-26 4 D 0 4275 D 2033-06-07 Class A common stock 4275 0 D Stock Option (right to buy)/ 22.57 2023-09-26 4 D 0 6000 D 2026-12-07 Class B common stock 6000 0 D Stock Option (right to buy) 22.57 2023-09-26 4 D 0 2773 D 2026-12-07 Class B common stock 2773 0 D Stock Option (right to buy) 25.52 2023-09-26 4 D 0 6000 D 2027-06-14 Class B common stock 6000 0 D Stock Option (right to buy) 25.52 2023-09-26 4 D 0 3185 D 2027-06-14 Class B common stock 3185 0 D Stock Option (right to buy) 39.48 2023-09-26 4 D 0 8000 D 2028-06-13 Class B common stock 8000 0 D Stock Option (right to buy) 39.48 2023-09-26 4 D 0 1844 D 2028-06-13 Class B common stock 1844 0 D Stock Option (right to buy) 88.75 2023-09-26 4 D 0 9000 D 2029-06-12 Class B common stock 9000 0 D Stock Option (right to buy) 88.75 2023-09-26 4 D 0 892 D 2029-06-12 Class B common stock 892 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,... (Continued in Footnote 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. 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. The Reporting Person is trustee of Lagos Trust. The Reporting Person is trustee of Traweek Children's Trust. 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. 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. 2023-09-26