UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 6)
[Rule 13d-101]
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a)
REATA PHARMACEUTICALS, INC.
(Name of Issuer)
CLASS A COMMON STOCK, $.001 PAR VALUE
(Title of Class of Securities)
75615P 103
(CUSIP Number)
WILLIAM E. ROSE
C/O CARDINAL INVESTMENT COMPANY, INC.
3963 MAPLE AVENUE, SUITE 200
DALLAS, TEXAS 75219
(214) 871-6809
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
August 1, 2017
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note. Schedules filed in paper format shall include a signed original and five copes of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on 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 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).
1 | NAMES OF REPORTING PERSONS
William E. Rose | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
PF, AF | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
150,916 (a) | ||||
8 | SHARED VOTING POWER
993,227 (b)(c)(d)(e) | |||||
9 | SOLE DISPOSITIVE POWER
150,916 (a) | |||||
10 | SHARED DISPOSITIVE POWER
993,227 (b)(c)(d)(e) | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,185,538 (a)(b)(c)(d)(e)(f)(g) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.4% | |||||
14 | TYPE OF REPORTING PERSON (See Instructions)
IN |
(a) | Includes (i) 11,618 shares of Class A common stock, par value $0.001 per share (Class A Common Stock) of Reata Pharmaceuticals, Inc. (Reata); (ii) 129,308 shares of Class B common stock, par value $0.001 per share (Class B Common Stock) of Reata, and (iii) 9,990 shares of Class B Common Stock issuable pursuant to stock options exercisable within 60 days of the date hereof, which Class B Common Stock may be converted at any time into Class A Common Stock, each held directly by Mr. Rose over which he exercises sole voting and dispositive power. |
Page 2 of 31 Pages
(b) | Includes 180,909 shares of Class A Common Stock which Mr. Rose may be deemed to beneficially own through Montrose Investments I, L.P. (Montrose L.P.) as the sole member and sole manager of Montrose Investments GP, LLC (Montrose GP). |
(c) | Includes (i) 20 shares of Class A Common Stock and (ii) 215 shares of Class B Common Stock held by the Charles Henry Rose 2001 Trust over which Mr. Rose is co-trustee and over which he may be deemed to have shared voting and dispositive power with Catherine Marcus. |
(d) | Includes (i) 45 shares of Class A Common Stock and (ii) 492 shares of Class B Common Stock held by the John William Rose 2002 Trust over which Mr. Rose is co-trustee and over which he may be deemed to have shared voting and dispositive power with Catherine Marcus. |
(e) | Includes 811,546 shares of Class A Common Stock held by Puffin Partners, L.P. (Puffin Partners) which Mr. Rose may be deemed to beneficially own as a co-manager of Puffin GP, LLC (Puffin GP), the general partner of Puffin Partners. Mr. Rose and Charles E. Gale are co-managers of Puffin GP and may be deemed to share voting and dispositive power over Puffin Partners. |
(f) | Includes (i) 7,886 shares of Class A Common Stock and (ii) 87,776 shares of Class B Common Stock held by the Evelyn P. Rose Fidelity Rollover IRA (Rose IRA), which Mr. Rose may be deemed to beneficially own as a member of a stockholder group which includes the Estate of Edward W. Rose III (the Estate) and Mr. Gale. |
(g) | Includes (i) 67,735 shares of Class A Common Stock and (ii) 1,877,998 shares of Class B Common Stock held by the Estate. |
Page 3 of 31 Pages
1 | NAMES OF REPORTING PERSONS
Estate of Edward W. Rose III | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Texas | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
1,945,733 (a) | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
1,945,733 (a) | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,945,733 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.5% | |||||
14 | TYPE OF REPORTING PERSON (See Instructions)
OO |
(a) | Includes (i) 67,735 shares of Class A Common Stock and (ii) 1,877,998 shares of Class B Common Stock held by the Estate of Edward W. Rose III. |
Page 4 of 31 Pages
1 | NAMES OF REPORTING PERSONS
Evelyn P. Rose | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
95,662(a) | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
95,662(a) | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
95,662 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5% | |||||
14 | TYPE OF REPORTING PERSON (See Instructions)
IN |
(a) | Includes (i) 7,886 shares of Class A Common Stock and (ii) 87,776 shares of Class B Common Stock held by the Rose IRA for the benefit of Evelyn P. Rose. |
Page 5 of 31 Pages
1 | NAMES OF REPORTING PERSONS
Evelyn P. Rose Fidelity Rollover IRA | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Texas | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
95,662(a) | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
95,662(a) | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
95,662 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5% | |||||
14 | TYPE OF REPORTING PERSON (See Instructions)
OO |
(a) | Includes (i) 7,886 shares of Class A Common Stock and (ii) 87,776 of Class B Common Stock held directly by the Rose IRA. |
Page 6 of 31 Pages
1 | NAMES OF REPORTING PERSONS
Charles Henry Rose 2001 Trust | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Texas | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
235(a) | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
235(a) | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
235 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.001% | |||||
14 | TYPE OF REPORTING PERSON (See Instructions)
OO |
(a) | Includes (i) 20 shares of Class A Common Stock and (ii) 215 shares of Class B Common Stock held by the Charles Henry Rose 2001 Trust over which Mr. Rose is co-trustee and over which he may be deemed to have shared voting and dispositive power with Catherine Marcus. |
Page 7 of 31 Pages
1 | NAMES OF REPORTING PERSONS
John William Rose 2002 Trust | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Texas | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
537(a) | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
537(a) | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
537 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.003% | |||||
14 | TYPE OF REPORTING PERSON (See Instructions)
OO |
(a) | Includes (i) 45 shares of Class A Common Stock and (ii) 492 shares of Class B Common Stock held by the John William Rose 2002 Trust over which Mr. Rose is co-trustee and over which he may be deemed to have shared voting and dispositive powers with Catherine Marcus. |
Page 8 of 31 Pages
1 | NAMES OF REPORTING PERSONS
Charles E. Gale | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
PF, OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
29,386 (a) | ||||
8 | SHARED VOTING POWER
2,757,621 (b)(c)(d) | |||||
9 | SOLE DISPOSITIVE POWER
29,386 (a) | |||||
10 | SHARED DISPOSITIVE POWER
2,757,621 (b)(c)(d) | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,787,007 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.6% | |||||
14 | TYPE OF REPORTING PERSON (See Instructions)
IN |
(a) | Includes (i) 13,517 shares of Class A Common Stock and (ii) 15,869 shares of Class B Common Stock held directly by Mr. Gale over which he exercises sole voting and dispositive power. |
(b) | Includes (i) 67,735 shares of Class A Common Stock and (ii) 1,877,998 shares of Class B Common Stock held by the Estate of Edward W. Rose III, for which Mr. Gale serves as the executor and over which Mr. Gale may be deemed to have shared voting and dispositive power. |
Page 9 of 31 Pages
(c) | Includes (i) 811,546 shares of Class A Common Stock held by Puffin Partners, which Mr. Gale may be deemed to beneficially own as a co-manager of Puffin GP, the general partner of Puffin Partners, Mr. Gale and Mr. Rose serve as co-managers of Puffin GP and may be deemed to share voting and dispositive power over the shares held by Puffin Partners. |
(d) | Includes (i) 29 shares of Class A Common Stock and (ii) 313 shares of Class B Common Stock held by the Charles E. Gale Fidelity Rollover IRA (Gale IRA) for the benefit of Mr. Gale. |
Page 10 of 31 Pages
1 | NAMES OF REPORTING PERSONS
Charles E. Gale Fidelity Rollover IRA | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Texas | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
342(a) | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
342(a) | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
342 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.002% | |||||
14 | TYPE OF REPORTING PERSON (See Instructions)
OO |
(a) | Includes (i) 29 shares of Class A Common Stock and (ii) 313 shares of Class B Common Stock held in the Gale IRA for the benefit of Mr. Gale. |
Page 11 of 31 Pages
1 | NAMES OF REPORTING PERSONS
Puffin Partners, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
WC | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Texas | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
811,546(a) | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
811,546(a) | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
811,546 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.4% | |||||
14 | TYPE OF REPORTING PERSON (See Instructions)
PN |
(a) | Includes 811,546 shares of Class A Common Stock directly held by Puffin Partners, L.P. |
Page 12 of 31 Pages
1 | NAMES OF REPORTING PERSONS
Puffin GP, LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Texas | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
811,546(a) | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
811,546(a) | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
811,546 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.4% | |||||
14 | TYPE OF REPORTING PERSON (See Instructions)
OO |
(a) | Includes 811,546 shares of Class A Common Stock held by Puffin Partners that Puffin GP is deemed to beneficially own as the general partner of Puffin Partners. |
Page 13 of 31 Pages
1 | NAMES OF REPORTING PERSONS
Montrose Investments I, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
WC | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Texas | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
180,909(a) | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
180,909(a) | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
180,909 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.0% | |||||
14 | TYPE OF REPORTING PERSON (See Instructions)
PN |
(a) | Includes 180,909 shares of Class A Common Stock directly held by Montrose LP. |
Page 14 of 31 Pages
1 | NAMES OF REPORTING PERSONS
Montrose Investments GP, LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Texas | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
180,909(a) | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
180,909(a) | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
180,909 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.0% | |||||
14 | TYPE OF REPORTING PERSON (See Instructions)
OO |
(a) | Includes 180,909 shares of Class A Common Stock held by Montrose LP, which Montrose GP is deemed to beneficially own as the general partner of Montrose LP. |
Page 15 of 31 Pages
This Amendment No. 6 to Schedule 13D (this Amendment) relates to the Class A common stock, par value $0.001 per share (the Class A Common Stock), of Reata Pharmaceuticals, Inc., a Delaware corporation (the Issuer) and amends and supplements the statement on Schedule 13D originally filed by Mr. Rose on June 6, 2016, as amended by that certain Amendment No. 1 to Schedule 13D filed on August 19, 2016, as amended by that certain Amendment No. 2 to Schedule 13D filed on December 7, 2016, as amended by that certain Amendment No. 3 to Schedule 13D filed on January 3, 2017, as amended by that certain Amendment No. 4 to Schedule 13D filed on March 3, 2017, as amended by that certain Amendment No. 5 to Schedule 13D filed on July 12, 2017 (as amended, the Prior Schedule 13D). Except as otherwise specified in this Amendment, all items left blank remain unchanged in all material respects and any items that are reported are deemed to amend and restate the corresponding items in the Prior Schedule 13D. Unless otherwise indicated, all capitalized terms used herein but not defined herein shall have the same meanings ascribed to them in the Prior Schedule 13D.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 of the Prior Schedule 13D is hereby amended and supplemented by adding the following:
Certain stock options previously granted to Mr. Rose pursuant to the Issuers Amended and Restated 2007 Long Term Incentive Plan (the 2007 LTIP) representing, upon their exercise, the right to acquire a total of 9,990 shares of Class B Common Stock, are exercisable within 60 days of the date hereof. These stock options were granted to Mr. Rose, in connection with his service on the Board of Directors of the Issuer.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of the Prior Schedule 13D is hereby amended and supplemented by adding the following:
On August 1, 2017, the Issuer reported that it had closed the sale of a total of 3,737,500 shares of its Class A Common Stock pursuant to an underwriting agreement. As a result of that closing, based on the Issuers previously reported outstanding Class A Common Stock of 14,859,186 shares as of July 21, 2017, the percentage ownership of the Class A Common Stock beneficially owned by certain of the Reporting Persons has decreased by an amount equal to or greater than 1%.
ITEM 5. | INTEREST IN SECURITIES OF ISSUER. |
Item 5 of the Prior Schedule 13D is hereby amended and restated as follows:
The information set forth in Item 2, Item 3 and Item 6 is hereby incorporated by reference in its entirety.
(a) (1) Mr. Rose may be deemed to beneficially own 3,185,538 shares of Class A Common Stock, representing approximately 15.4% of the outstanding shares of Class A Common Stock.
(2) The Estate may be deemed to beneficially own 1,945,733 shares of Class A Common Stock, representing approximately 9.5% of the outstanding shares of Class A Common Stock.
(3) Mrs. Rose may be deemed to beneficially own 95,662 shares of Class A Common Stock, representing approximately 0.5% of the outstanding shares of Class A Common Stock.
Page 16 of 31 Pages
(4) The Rose IRA may be deemed to beneficially own 95,662 shares of Class A Common Stock, representing approximately 0.5% of the outstanding shares of Class A Common Stock.
(5) The 2001 Trust may be deemed to beneficially own 235 shares of Class A Common Stock, representing approximately 0.001% of the outstanding shares of Class A Common Stock.
(6) The 2002 Trust may be deemed to beneficially own 537 shares of Class A Common Stock, representing approximately 0.003% of the outstanding shares of Class A Common Stock.
(7) Mr. Gale may be deemed to beneficially own 2,787,007 shares of Class A Common Stock, representing approximately 13.6% of the outstanding shares of Class A Common Stock.
(8) The Gale IRA may be deemed to beneficially own 342 shares of Class A Common Stock, representing approximately 0.002% of the outstanding shares of Class A Common Stock.
(9) Puffin Partners may be deemed to beneficially own 811,546 shares of Class A Common Stock, representing approximately 4.4% of the outstanding shares of Class A Common Stock.
(10) Puffin GP may be deemed to beneficially own 811,546 shares of Class A Common Stock, representing approximately 4.4% of the outstanding shares of Class A Common Stock.
(11) Montrose LP may be deemed to beneficially own 180,909 shares of Class A Common Stock, representing approximately 1.0% of the outstanding shares of Class A Common Stock.
(12) Montrose GP may be deemed to beneficially own 180,909 share of Class A Common Stock, representing approximately 1.0% of the outstanding shares of Class A Common Stock.
(b) (1) Mr. Rose may be deemed to have sole voting power with respect to 150,916 shares of common stock (comprised of 11,618 shares of Class A Common Stock and 129,308 shares of Class B Common Stock and 9,990 shares of Class B common stock issuable pursuant to stock options exercisable within 60 days of the date hereof), shared voting power with respect to 993,227 shares of common stock (comprised of 992,520 shares of Class A Common Stock and 707 shares of Class B Common Stock), sole dispositive power with respect to 150,916 shares of common stock (comprised of 11,618 shares of Class A Common Stock and 129,308 shares of Class B Common Stock and 9,990 shares of Class B common stock issuable pursuant to stock options exercisable within 60 days of the date hereof), and shared dispositive power with respect to 993,227 shares of common stock (comprised of 992,520 shares of Class A Common Stock and 707 shares of Class B Common Stock).
(2) The Estate may be deemed to have sole voting power with respect to 0 shares of common stock, shared voting power with respect to 1,945,733 shares of common stock (comprised of 67,735 shares of Class A Common Stock and 1,877,998 shares of Class B Common Stock), sole dispositive power with respect to 0 shares of common stock, and shared dispositive power with respect to 1,945,733 shares of common stock (comprised of 67,735 shares of Class A Common Stock and 1,877,998 shares of Class B Common Stock).
Page 17 of 31 Pages
(3) Mrs. Rose may be deemed to have sole voting power with respect to 0 shares of common stock, shared voting power with respect to 95,662 shares of common stock (comprised of 7,886 shares of Class A Common Stock and 87,776 shares of Class B Common Stock), sole dispositive power with respect to 0 shares of common stock, and shared dispositive power with respect to 95,662 shares of common stock (comprised of 7,886 shares of Class A Common Stock and 87,776 shares of Class B Common Stock).
(4) The Rose IRA may be deemed to have sole voting power with respect to 0 shares of common stock, shared voting power with respect to 95,662 shares of common stock (comprised of 7,886 shares of Class A Common Stock and 87,776 shares of Class B Common Stock), sole dispositive power with respect to 0 shares of common stock, and shared dispositive power with respect to 95,662 shares of common stock (comprised 7,886 shares of Class A Common Stock and 87,776 shares of Class B Common Stock).
(5) The 2001 Trust may be deemed to have sole voting power with respect to 0 shares of common stock, shared voting power with respect to 235 shares of common stock (comprised of 20 shares of Class A Common Stock and 215 shares of Class B Common Stock), sole dispositive power with respect to 0 shares of common stock, and shared dispositive power with respect to 235 shares of common stock (comprised of 20 shares of Class A Common Stock and 215 shares of Class B Common Stock).
(6) The 2002 Trust may be deemed to have sole voting power with respect to 0 shares of common stock, shared voting power with respect to 537 shares of common stock (comprised of 45 of Class A Common Stock and 492 shares of Class B Common Stock), sole dispositive power with respect to 0 shares of common stock, and shared voting power with respect to 537 shares of common stock (comprised of 45 shares of Class A Common Stock and 492 shares of Class B Common Stock).
(7) Mr. Gale may be deemed to have sole voting power with respect to 29,386 shares of common stock (comprised of 13,517 shares of Class A Common Stock and 15,869 shares of Class B Common Stock), shared voting power with respect to 2,757,621 shares of common stock (comprised of 879,310 shares of Class A Common Stock and 1,878,311 shares of Class B Common Stock), sole dispositive power with respect to 29,386 shares of common stock (comprised of 13,517 shares of Class A Common Stock and 15,869 shares of Class B Common Stock), and shared dispositive power with respect to 2,757,621 shares of common stock (comprised of 879,310 shares of Class A Common Stock and 1,878,311 shares of Class B Common Stock).
(8) The Gale IRA may be deemed to have sole voting power with respect to 0 shares of common stock, shared voting power with respect to 342 shares of common stock (comprised of 29 shares of Class A Common Stock and 313 shares of Class B Common Stock), sole dispositive power with respect to 0 shares of common stock, and shared dispositive power with respect to 342 shares of common stock (comprised of 29 shares of Class A Common Stock and 313 shares of Class B Common Stock).
(9) Puffin Partners may be deemed to have sole voting power with respect to 0 shares of common stock, shared voting power with respect to 811,546 shares of common stock (comprised of 811,546 shares of Class A Common Stock), sole dispositive power with respect to 0 shares of common stock, and shared dispositive power with respect to 811,546 shares of common stock (comprised of 811,546 shares of Class A Common Stock).
Page 18 of 31 Pages
(10) Puffin GP may be deemed to have sole voting power with respect to 0 shares of common stock, shared voting power with respect to 811,546 shares of common stock (comprised of 811,546 shares of Class A Common Stock), sole dispositive power with respect to 0 shares of common stock, and shared dispositive power with respect to 811,546 shares of common stock (comprised of 811,546 shares of Class A Common Stock).
(11) Montrose LP may be deemed to have sole voting power with respect to 0 shares of common stock, shared voting power with respect to 180,909 shares of common stock (comprised of 180,909 shares of Class A Common Stock), sole dispositive power with respect to 0 shares of common stock, and shared dispositive power with respect to 180,909 shares of common stock (comprised of 180,909 shares of Class A Common Stock).
(12) Montrose GP may be deemed to have sole voting power with respect to 0 shares of common stock, shared voting power with respect to 180,909 shares of common stock (comprised of 180,909 shares of Class A Common Stock), sole dispositive power with respect to 0 shares of common stock, and shared dispositive power with respect to 180,909 shares of common stock (comprised of 180,909 shares of Class A Common Stock).
(c) The information provided in Item 4 above is hereby incorporated herein by reference.
(d) The right to receive dividends from, and proceeds from the sale of, the shares of Class A Common Stock and Class B Common Stock held of record and/or beneficially owned by Puffin Partners, Puffin GP, Montrose LP, and Montrose GP is governed by their respective limited partnership agreements and limited liability regulations, as applicable, of each of such entities, and such dividends or proceeds may be distributed with respect to numerous general and limited partnership or membership interests.
The right to receive dividends from, and proceeds from the sale of, the shares of Class A Common Stock and Class B Common Stock held of record and/or beneficially owned by the Estate is governed by will, testamentary and testate law.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Item 6 of the Prior Schedule 13D is hereby amended and supplemented by adding the following:
In connection with the previously described underwriting agreement, Mr. Rose entered into a lock up agreement with the underwriters in the form attached as Exhibit 7.1, which is incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit No. | Description | |
7.1 | The Lock Up Agreement, between William E. Rose and Jefferies LLC, Leerink Partners LLC and Stifel, Nicolaus & Company, Incorporated, dated July 24, 2017. |
Page 19 of 31 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: August 1, 2017 | /s/ William E. Rose | |||
William E. Rose |
Page 20 of 31 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: August 1, 2017 | ESTATE OF EDWARD W. ROSE III | |||
|
/s/ Charles E. Gale | |||
Charles E. Gale | ||||
Executor |
Page 21 of 31 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: August 1, 2017 | /s/ Charles E. Gale, Attorney-In-Fact | |||
Evelyn P. Rose |
Page 22 of 31 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: August 1, 2017 | EVELYN P. ROSE FIDELITY ROLLOVER IRA | |||
|
/s/ Charles E. Gale | |||
Charles E. Gale | ||||
Attorney-In-Fact |
Page 23 of 31 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: August 1, 2017 | CHARLES HENRY ROSE 2001 TRUST | |||
|
/s/ William E. Rose | |||
William E. Rose | ||||
Co-Trustee |
Page 24 of 31 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: August 1, 2017 | JOHN WILLIAM ROSE 2002 TRUST | |||
|
/s/ William E. Rose | |||
William E. Rose | ||||
Co-Trustee |
Page 25 of 31 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: August 1, 2017 | /s/ Charles E. Gale | |||
Charles E. Gale |
Page 26 of 31 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: August 1, 2017 | CHARLES E. GALE FIDELITY ROLLOVER IRA | |||
|
/s/ Charles E. Gale | |||
Charles E. Gale |
Page 27 of 31 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: August 1, 2017 | PUFFIN PARTNERS, L.P. | |||
By: PUFFIN GP, LLC | ||||
|
/s/ Charles E. Gale | |||
Charles E. Gale | ||||
Co-Manager |
Page 28 of 31 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: August 1, 2017 | PUFFIN GP, LLC | |||
|
/s/ Charles E. Gale | |||
Charles E. Gale | ||||
Co-Manager |
Page 29 of 31 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: August 1, 2017 | MONTROSE INVESTMENTS I, L.P. | |||
By: MONTROSE INVESTMENTS GP, LLC | ||||
|
/s/ William E. Rose | |||
William E. Rose | ||||
Sole Member |
Page 30 of 31 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: August 1, 2017 | MONTROSE INVESTMENTS GP, LLC | |||
|
/s/ William E. Rose | |||
William E. Rose | ||||
Sole Member |
Page 31 of 31 Pages
Exhibit 7.1
Lock-up Agreement
Reata Pharmaceuticals, Inc.
Public Offering of Common Stock
July 24, 2017
Jefferies LLC
Leerink Partners LLC
Stifel, Nicolaus & Company, Incorporated
As Representatives of the several Underwriters,
c/o Jefferies LLC
520 Madison Avenue
New York, New York 10022
c/o Leerink Partners LLC
299 Park Avenue, 21st Floor
New York, New York 10171
c/o Stifel, Nicolaus & Company, Incorporated
787 7th Avenue, 11th Floor
New York, New York 10019
Ladies and Gentlemen:
This letter is being delivered to you in connection with the proposed Underwriting Agreement (the Underwriting Agreement) between Reata Pharmaceuticals, Inc., a Delaware corporation (the Company), and Jefferies LLC, Leerink Partners LLC and Stifel, Nicolaus & Company, Incorporated (together, the Representatives) as representatives of a group of Underwriters named therein, relating to an underwritten public offering of Class A common stock, $0.001 par value per share (the Common Stock), of the Company (the Offering).
In order to induce you and the other Underwriters to enter into the Underwriting Agreement, the undersigned will not, without the prior written consent of the Representatives, offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the Exchange Act), and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any shares of capital stock of the Company or any securities convertible into, or exercisable or exchangeable for such capital stock, or publicly announce an intention to effect any such transaction, for a period from the date hereof to and including the date 90 days after the signing date of the Underwriting Agreement (the Lock-Up Period).
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The provisions of the immediately preceding paragraph shall not apply to or prohibit any of the following: (i) transfers, dispositions, or distributions of shares of capital stock of the Company by the undersigned (or any security convertible into or exercisable or exchangeable for shares of capital stock) (a) as a bona fide gift, (b) to limited partners, members, stockholders or trust beneficiaries of the undersigned or to any investment fund or other entity controlled or managed by the undersigned, (c) by will or other testamentary document or by intestacy, and (d) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned (for the purposes of this letter, immediate family shall mean any relationship by blood, current or former marriage or adoption, not more remote than first cousin) in a transaction not involving a disposition for value, provided that, in the case of any transfer, disposition or distribution pursuant to the above four subclauses, each donee, transferee or distributee shall sign and deliver a lock-up letter in the form of this letter, and with respect to (a), (b) and (d) above, no filing under Section 16(a) of the Exchange Act, or other public announcement, reporting a reduction in beneficial ownership of shares of capital stock of the Company, shall be required or shall be voluntarily made by the undersigned or any other person in connection therewith during the Lock-Up Period; (ii) the exercise of options to purchase shares of capital stock of the Company granted under any stock incentive plan or stock purchase plan described (including through incorporation by reference) in the prospectus filed in connection with the Offering, provided that the underlying shares issuable upon exercise thereof shall continue to be subject to the restrictions on transfer set forth in this letter; (iii) transfers of shares of capital stock of the Company to the Company in connection with the termination of the undersigneds employment with the Company; (iv) establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of capital stock of the Company, provided that such plan does not provide for the transfer of such capital stock during the Lock-Up Period and no filing under the Exchange Act or other public announcement shall be required or shall be voluntarily made by the undersigned or any other person in connection therewith during the Lock-Up Period; (v) transfers or dispositions of shares of Common Stock purchased on the open market following the Offering; (vi) transfers of shares of capital stock of the Company pursuant to a bona fide third-party tender offer for all outstanding shares of capital stock of the Company, merger, consolidation or other similar transaction made to all holders of the Companys capital stock involving a change of control of the Company that has been approved by the board of directors of the Company, provided that (a) the shares of capital stock of the Company held by the undersigned that are not transferred pursuant to such tender offer, merger, consolidation or other similar transaction shall remain subject to all of the restrictions set forth in this letter, (b) if such transaction is not completed, all shares of capital stock of the Company held by the undersigned shall remain subject to the provisions of this letter, and (c) for purposes of this paragraph, change of control shall mean the consummation of any bona fide third party tender offer for any and all of the Companys share capital or any merger, consolidation or other similar transaction the result of which is that any person (as defined in Section 13(d)(3) of the Exchange Act), or group of persons, other than the Company, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of 50% of the total voting power of the voting securities of the Company; or (v) any conversion of shares of one class of the Companys capital stock into shares of any class of the Companys capital stock pursuant to the conversion rights applicable to the class of shares being so converted.
2
If any percentage of the shares of capital stock of the Company (or any security convertible into or exercisable or exchangeable for shares of such capital stock) held by any person or entity (other than the undersigned) that (1) is the holder of 2% or more of the outstanding shares of the Companys capital stock (calculated on a fully-diluted, post-Offering basis) or (2) is a director or officer of the Company, that is subject to a lock-up agreement related to the Offering similar in form to this Lock-Up Agreement is released from any restrictions set forth in such lock-up agreement during the Lock-Up Period, the same percentage of shares of capital stock and such other securities held by the undersigned shall be immediately and fully released on the same terms from the lock-up restrictions set forth herein (the Pro-rata Release); provided, however, that such Pro-rata Release shall not occur (a) unless and until the Representatives have first waived such restrictions with respect to an aggregate number of shares of capital stock and such other securities representing more than 2 % of the Companys total outstanding shares of Common Stock calculated as of immediately following the closing of the Offering and assuming conversion, exercise and exchange of all securities convertible into or exercisable or exchangeable for Common Stock, or (b) in the event of a release in connection with any underwritten public offering, whether or not such offering or sale is wholly or partially a secondary offering of the Companys Common Stock during the Lock-Up Period (the Underwritten Sale); provided, however, that the undersigned, to the extent the undersigned has a contractual right to demand or require the registration of the undersigneds Common Stock or such other securities or otherwise piggyback on a registration statement filed by the Company for the offer and sale of securities, is offered the opportunity to participate on a basis consistent with such contractual rights in such Underwritten Sale. In the event that the undersigned is released from any of its obligations under this letter or, by virtue of this letter, becomes entitled to offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock (or any securities convertible into or exercisable or exchangeable for shares of such capital stock) prior to the date that is 90 days after the signing date of the Underwriting Agreement, the Representatives shall use its commercially reasonable efforts to notify the undersigned within three (3) business days; provided that the failure to give such notice shall not give rise to any claim or liability against the Representatives or the Underwriters.
If for any reason the Underwriting Agreement shall be signed and then terminated prior to the Closing Date (as defined in the Underwriting Agreement), the agreement set forth above shall likewise be terminated, and the agreement set forth above shall automatically terminate if the Underwriting Agreement has not been entered into between the Representatives and the Company prior to September 30, 2017.
[Signature page follows]
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Yours very truly, | ||
By: | /s/ William E. Rose | |
Name: | William E. Rose | |
Capacity: | Director | |
Address: | 3963 Maple Avenue, Suite 200 Dallas, Texas 75219 |
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