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
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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