ROSE WILLIAM 4

Accession 0000899243-23-019543

CIK 0001358762other

View on SEC.gov Company Profile

Filed

Sep 25, 8:00 PM ET

Accepted

Sep 26, 4:30 PM ET

Size

72.8 KB

Accession

0000899243-23-019543

Insider Transaction Report

Form 4

Period: 2023-09-26

REATA PHARMACEUTICALS INCRETA

ROSE WILLIAM

Director10% OwnerOther

Transactions

Disposition to Issuer
Class A common stock
2023-09-26−45→ 0 total(indirect: By Trust)
Disposition to Issuer
Stock Option (right to buy)
2023-09-26−6,000→ 0 total
Exercise: $22.57Exp: 2026-12-07→ Class B common stock (6,000 underlying)
Disposition to Issuer
Stock Option (right to buy)
2023-09-26−1,758→ 0 total
Exercise: $22.57Exp: 2026-12-07→ Class B common stock (1,758 underlying)
Disposition to Issuer
Class A common stock
2023-09-26−19,795→ 0 total
Disposition to Issuer
Class A common stock
2023-09-26−7,886→ 0 total(indirect: See Footnote)
Disposition to Issuer
Class B Common Stock
2023-09-26−129,308→ 0 total
→ Class A common stock (129,308 underlying)
Disposition to Issuer
Class B Common Stock
2023-09-26−1,732,998→ 0 total(indirect: See Footnote)
→ Class A common stock (1,732,998 underlying)
Disposition to Issuer
Class A common stock
2023-09-26−379,281→ 0 total(indirect: By Trust)
Disposition to Issuer
Class B Common Stock
2023-09-26−87,776→ 0 total(indirect: See Footnote)
→ Class A common stock (87,776 underlying)
Disposition to Issuer
Stock Option (right to buy)
2023-09-26−9,000→ 0 total
Exercise: $88.75Exp: 2029-06-12→ Class B common stock (9,000 underlying)
Disposition to Issuer
Class A common stock
2023-09-26−180,909→ 0 total(indirect: See Footnote)
Disposition to Issuer
Stock Option (right to buy)
2023-09-26−6,300→ 0 total
Exercise: $130.92Exp: 2030-06-10→ Class A common stock (6,300 underlying)
Disposition to Issuer
Stock Option (right to buy)
2023-09-26−11,240→ 0 total
Exercise: $34.76Exp: 2032-06-08→ Class A common stock (11,240 underlying)
Disposition to Issuer
Stock Option (right to buy)
2023-09-26−3,330→ 0 total
Exercise: $34.76Exp: 2032-06-08→ Class A common stock (3,330 underlying)
Disposition to Issuer
Stock Option (right to buy)
2023-09-26−1,085→ 0 total
Exercise: $93.61Exp: 2033-06-07→ Class A common stock (1,085 underlying)
Disposition to Issuer
Stock Option (right to buy)
2023-09-26−6,000→ 0 total
Exercise: $25.52Exp: 2027-06-14→ Class B common stock (6,000 underlying)
Disposition to Issuer
Class A common stock
2023-09-26−11,618→ 0 total
Disposition to Issuer
Class A common stock
2023-09-26−20→ 0 total(indirect: By Trust)
Disposition to Issuer
Class A common stock
2023-09-26−29→ 0 total(indirect: See Footnote)
Disposition to Issuer
Class B Common Stock
2023-09-26−29,492→ 0 total(indirect: See Footnote)
→ Class A common stock (29,492 underlying)
Disposition to Issuer
Class B Common Stock
2023-09-26−29,000→ 0 total(indirect: See Footnote)
→ Class A common stock (29,000 underlying)
Disposition to Issuer
Stock Option (right to buy)
2023-09-26−5,000→ 0 total
Exercise: $146.01Exp: 2031-06-10→ Class A common stock (5,000 underlying)
Disposition to Issuer
Class B Common Stock
2023-09-26−29,215→ 0 total(indirect: See Footnote)
→ Class A common stock (29,215 underlying)
Disposition to Issuer
Class B Common Stock
2023-09-26−313→ 0 total(indirect: See Footnote)
→ Class A common stock (313 underlying)
Disposition to Issuer
Stock Option (right to buy)
2023-09-26−760→ 0 total
Exercise: $130.92Exp: 2030-06-10→ Class A common stock (760 underlying)
Disposition to Issuer
Stock Option (right to buy)
2023-09-26−4,275→ 0 total
Exercise: $93.61Exp: 2033-06-07→ Class A common stock (4,275 underlying)
Disposition to Issuer
Stock Option (right to buy)
2023-09-26−810→ 0 total
Exercise: $146.01Exp: 2031-06-10→ Class A common stock (810 underlying)
Disposition to Issuer
Stock Option (right to buy)
2023-09-26−2,928→ 0 total
Exercise: $25.52Exp: 2027-06-14→ Class B common stock (2,928 underlying)
Disposition to Issuer
Stock Option (right to buy)
2023-09-26−8,000→ 0 total
Exercise: $39.48Exp: 2028-06-13→ Class B common stock (8,000 underlying)
Disposition to Issuer
Stock Option (right to buy)
2023-09-26−1,958→ 0 total
Exercise: $39.48Exp: 2028-06-13→ Class B common stock (1,958 underlying)
Disposition to Issuer
Stock Option (right to buy)
2023-09-26−978→ 0 total
Exercise: $88.75Exp: 2029-06-12→ Class B common stock (978 underlying)

Footnotes (12)

[F1]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)
[F10]These shares were owned directly by Montrose Investments I, L.P. ("Montrose"), and indirectly by William E. Rose, a director of the Issuer, as sole shareholder and sole manager of the general partner of Montrose.
[F11]These shares were owned indirectly by William E. Rose, a director of the Issuer, as co-trustee of the Edward Alexander Rose 1999 Trust.
[F12]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.
[F2](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.
[F3]These shares were owned directly by the Evelyn Potter Rose Survivor's Trust, for which Charles E. Gale and Evelyn P. Rose serve as co-trustees.
[F4]These shares were owned directly by William E. Rose, a director of the Issuer.
[F5]These shares were owned directly by Charles E. Gale.
[F6]These shares were owned directly by Evelyn P. Rose Fidelity SEP IRA and indirectly by Evelyn R. Rose.
[F7]These shares were owned indirectly by William E. Rose, a director of the Issuer, as co-trustee of the Charles Henry Rose 2001 Trust.
[F8]These shares were owned indirectly by William E. Rose, a director of the Issuer, as co-trustee of the John William Rose 2002 Trust.
[F9]These shares were owned directly by the Charles E. Gale Fidelity Rollover IRA and indirectly by Charles E. Gale.

Documents

1 file

4
doc4.xmlPrimary
FORM 4 SUBMISSION

Issuer

REATA PHARMACEUTICALS INC

CIK 0001358762

→

Entity typeother

Related Parties

filerCIK 0001193284

Filing Metadata

Form type: 4
Filed: Sep 25, 8:00 PM ET
Accepted: Sep 26, 4:30 PM ET
Size: 72.8 KB

View on SEC.gov