SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Meyer Colin John

(Last) (First) (Middle)
5320 LEGACY DRIVE

(Street)
PLANO TX 75024

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
REATA PHARMACEUTICALS INC [ RETA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Innovation Officer
3. Date of Earliest Transaction (Month/Day/Year)
09/26/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A common stock 09/26/2023 D 81,633 D (1)(2) 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B common stock (3) 09/26/2023 D 74,304 (3) (3) Class A common stock 74,304 (1)(2) 0 D
Employee Stock Option (right to buy) $121.29 09/26/2023 D 24,000 (1)(2) 01/04/2031 Class A common stock 24,000 (1)(2) 0 D
Employee Stock Option (right to buy) $27.32 09/26/2023 D 30,000 (1)(2) 01/03/2032 Class A common stock 30,000 (1)(2) 0 D
Employee Stock Option (right to buy) $27.32 09/26/2023 D 70,000 (1)(2) 01/03/2032 Class A common stock 70,000 (1)(2) 0 D
Employee Stock Option (right to buy) $36.71 09/26/2023 D 95,475 (1)(2) 01/03/2033 Class A common stock 95,475 (1)(2) 0 D
Employee Stock Option (right to buy) $22.57 09/26/2023 D 90,000 (1)(2) 12/07/2026 Class B common stock 90,000 (1)(2) 0 D
Employee Stock Option (right to buy) $24.75 09/26/2023 D 87,700 (1)(2) 12/06/2027 Class B common stock 87,700 (1)(2) 0 D
Employee Stock Option (right to buy) $55.73 09/26/2023 D 35,500 (1)(2) 01/02/2029 Class B common stock 35,500 (1)(2) 0 D
Employee Stock Option (right to buy) $55.73 09/26/2023 D 17,750 (1)(2) 01/02/2029 Class B common stock 17,750 (1)(2) 0 D
Employee Stock Option (right to buy) $55.73 09/26/2023 D 17,750 (1)(2) 01/02/2029 Class B common stock 17,750 (1)(2) 0 D
Employee Stock Option (right to buy) $207.2 09/26/2023 D 25,000 (1)(2) 01/02/2030 Class B common stock 25,000 (1)(2) 0 D
Explanation of Responses:
1. 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)
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.
3. 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.
Remarks:
/s/ Tracy Herson, attorney-in-fact 09/26/2023
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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