UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

                                                                                                                                                                                        

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SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 10)*

 

 (Name of Issuer)

 

 (Title of Class of Securities)

 

 (CUSIP Number)

 

John Bateman

CPMG, Inc.

2000 McKinney Ave, Suite 2125

Dallas, Texas 75201

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

(Date of Event which Requires Filing of this Statement)

 

 

	SCHEDULE 13D
CUSIP No: 75615P103		Page 2 of 7 Pages

 

1	NAMES OF REPORTING PERSONS
	CPMG, INC.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK BOX 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
			4,361,180 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			4,361,180 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,361,180 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	21.5% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

 

 

 

(1) This amount includes shares of Class B Common Stock that are convertible, on a one-for-one basis, into shares of Class A Common Stock, as described further in Item 5 herein.

	SCHEDULE 13D
		Page 5 of 7 Pages

 

Item 1.

Security and Issuer

Item 1 of the Schedule 13D is hereby amended by adding the following:

This Amendment No. 10 to Schedule 13D (“Amendment No. 10”) is being filed by the undersigned, pursuant to §240.13d-2(a), with respect to the Class A Common Stock, $0.001 par value per share (the “Shares”), of Reata Pharmaceuticals, Inc. (the “Issuer” or the “Company”), whose principal executive offices are located at 2801 Gateway Drive, Suite 150, Irving, TX 75063.  This Amendment No. 10 amends and supplements the statement on the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on June 6, 2016, as amended by Amendment No. 1, filed with the SEC on June 28, 2016,  Amendment No. 2, filed with the SEC on July 1, 2016, Amendment No. 3, filed with the SEC on August 9, 2016, Amendment No. 4, filed with the SEC on August 19, 2016, Amendment No. 5, filed with the SEC on December 6, 2016, Amendment No. 6, filed with the SEC on December 20, 2016, Amendment No. 7, filed with the SEC on January 4, 2017, Amendment No. 8, filed with the SEC on March 6, 2017, and Amendment No. 9, filed with the SEC on June 23, 2017 (collectively, the “Schedule 13D”).  Capitalized terms used herein and not otherwise defined in this Amendment No. 10 have the meanings set forth in the Schedule 13D.

 

This Amendment No. 10 is being filed to report an increase in the Shares outstanding due to the closing of a follow-on public offering by the Issuer (“Follow-On Public Offering”), in which the Reporting Persons did not participate.  Based on information from the Issuer, the Follow-On Public Offering closed on August 1, 2017, resulting in a new Shares outstanding figure of 18,569,686.

Item 5.

Interest in Securities of the Issuer

Item 5(a - c) of the Schedule 13D is hereby amended by adding the following:

 

(a, b) As of the date hereof, CPMG may be deemed to be the beneficial owner of 4,361,180 Shares (approximately 21.5% of the total number of Shares outstanding).  This amount includes 2,668,323 Shares and 1,692,857 Shares obtainable upon conversion of Class B Shares.  These Shares are held for the following accounts:

(A)

160,265 Shares and 307,776 Shares obtainable upon conversion of Class B Shares held for the account of Kestrel Fund;

(B)

280,500 Shares and 114,946 Shares obtainable upon conversion of Class B Shares held for the account of Willet Fund;

(C)

11,076 Shares and 123,279 Shares obtainable upon conversion of Class B Shares held for the account of CD Fund;

(D)

109,415 Shares and 150,186 Shares obtainable upon conversion of Class B Shares held for the account of Mallard Fund;

(E)

333,533 Shares and 993,929 Shares obtainable upon conversion of Class B Shares held for the account of Yellow Warbler;

(F)

134 Shares and 1,490 Shares obtainable upon conversion of Class B Shares held for the account of Redbird Life Sciences Partners;

(G)

86,925 Shares held for the account of Blackwell Account;

(H)

37,909 Shares held for the account of Crested Crane;

(I)

63,481 Shares held for the account of Flamingo Fund;

(J)

442,560 Shares held for the account of Gallopavo;

(K)

697,032 Shares held for the account of Roadrunner Fund;

(L)

334,740 Shares held for the account of Sandpiper Fund;

(M)

110,640 Shares held for the account of Killdeer Fund; and

(N)

113 Shares and 1,251 Shares obtainable upon conversion of Class B Shares held directly by CPMG.

As of the date hereof, Mr. McGaughy may be deemed to be the beneficial owner of 4,774,743 Shares (approximately 23.1% of the total number of Shares outstanding).  This amount includes 2,700,937 Shares, 2,055,848 Shares obtainable upon conversion of Class B Shares, and 17,958 Shares obtainable upon conversion of Class B Shares obtainable upon exercise of options granted to Mr. McGaughy, held as follows:

(A)

4,361,180 Shares beneficially owned by CPMG, over which Mr. McGaughy and Mr. Traweek share voting and investment control;

(B)

25,004 Shares, 278,309 Shares obtainable upon conversion of Class B Shares, and 17,958 Shares obtainable upon conversion of Class B Shares obtainable upon exercise of options, held by Mr. McGaughy, over which he has sole voting and investment control;

(C)

4,591 Shares and 51,095 Shares obtainable upon conversion of Class B Shares held by Lagos Trust, of which Mr. McGaughy is trustee and has shared voting and investment control with Emily M. McGaughy;

(D)

280 Shares and 3,109 Shares obtainable upon conversion of Class B Shares held by Traweek Children’s Trust, of which Mr. McGaughy is trustee and has sole voting and investment control; and

(E)

2,739 Shares and 30,478 Shares obtainable upon conversion of Class B Shares held in escrow for a charitable donee by American Stock Transfer & Trust Company, LLC, of which Mr. McGaughy has sole voting control and shared investment control with the donee.

 

(A)

4,361,180 Shares beneficially owned by CPMG, over which Mr. Traweek and Mr. McGaughy share voting and investment control;

(B)

35 Shares and 380 Shares obtainable upon conversion of Class B Shares held by Mr. Traweek, over which he has sole voting and investment control;

(C)

16,645 Shares and 185,263 Shares obtainable upon conversion of Class B Shares held by JET Land & Cattle Company, Ltd., of which Mr. Traweek is the sole owner of the general partner and has sole voting and investment control;

(D)

7,056 Shares and 78,539 Shares obtainable upon conversion of Class B Shares held by 1 Thessalonians 5:18 Trust, of which Mr. Traweek is trustee and has shared voting and investment control with Emily W. Traweek;

(E)

572 Shares and 6,364 Shares obtainable upon conversion of Class B Shares held by Esme Grace McGaughy Trust, of which Mr. Traweek is trustee and has sole voting and investment control;

(F)

572 Shares and 6,364 Shares obtainable upon conversion of Class B Shares held by Mary Frances McGaughy Trust, of which Mr. Traweek is trustee and has sole voting and investment control; and

(G)

2,739 Shares and 30,478 Shares obtainable upon conversion of Class B Shares held in escrow for a charitable donee by American Stock Transfer & Trust Company, LLC, of which Mr. Traweek has sole voting control and shared investment control with the donee.

	SCHEDULE 13D
		Page 7 of 7Pages

 

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.

	CPMG, INC.
	By:	/s/ John Bateman
		Name: John Bateman
		Title:   Chief Operating Officer

Attention: Intentional misstatements or omissions of act constitute federal violations (see 18 U.S.C. 1001).

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