McGaughy R Kent Jr 4

Accession 0000905148-23-001010

CIK 0001358762other

View on SEC.gov Company Profile

Filed

Sep 25, 8:00 PM ET

Accepted

Sep 26, 7:18 PM ET

Size

55.9 KB

Accession

0000905148-23-001010

Insider Transaction Report

Form 4

Period: 2023-09-26

REATA PHARMACEUTICALS INCRETA

McGaughy R Kent Jr

Director10% Owner

Transactions

Disposition to Issuer
Stock Option (right to buy)
2023-09-26−1,628→ 0 total
Exercise: $93.61Exp: 2033-06-07→ Class A common stock (1,628 underlying)
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)
2023-09-26−4,275→ 0 total
Exercise: $93.61Exp: 2033-06-07→ Class A common stock (4,275 underlying)
Disposition to Issuer
Stock Option (right to buy)
2023-09-26−6,000→ 0 total
Exercise: $25.52Exp: 2027-06-14→ Class B common stock (6,000 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
Class A common stock
2023-09-26−280→ 0 total(indirect: By Trust)
Disposition to Issuer
Class B common stock
2023-09-26−51,095→ 0 total(indirect: By Trust)
→ Class A common stock (51,095 underlying)
Disposition to Issuer
Class B common stock
2023-09-26−3,109→ 0 total(indirect: By Trust)
→ Class A common stock (3,109 underlying)
Disposition to Issuer
Stock Option (right to buy)
2023-09-26−699→ 0 total
Exercise: $130.92Exp: 2030-06-10→ Class A common stock (699 underlying)
Disposition to Issuer
Stock Option (right to buy)
2023-09-26−399→ 0 total
Exercise: $27.32Exp: 2032-01-03→ Class A common stock (399 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
2023-09-26−25,004→ 0 total
Disposition to Issuer
Class B common stock
2023-09-26−1,692,857→ 0 total(indirect: See footnote)
→ Class A common stock (1,692,857 underlying)
Disposition to Issuer
Class B common stock
2023-09-26−278,309→ 0 total
→ Class A common stock (278,309 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 A common stock
2023-09-26−2,896,901→ 0 total(indirect: See footnote)
Disposition to Issuer
Stock Option (right to buy)
2023-09-26−4,787→ 0 total
Exercise: $34.76Exp: 2032-06-08→ Class A common stock (4,787 underlying)
Disposition to Issuer
Class A common stock
2023-09-26−4,591→ 0 total(indirect: By Trust)
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)
2023-09-26−892→ 0 total
Exercise: $88.75Exp: 2029-06-12→ Class B common stock (892 underlying)
Disposition to Issuer
Stock Option (right to buy)
2023-09-26−690→ 0 total
Exercise: $146.01Exp: 2031-06-10→ Class A common stock (690 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)
2023-09-26−2,773→ 0 total
Exercise: $22.57Exp: 2026-12-07→ Class B common stock (2,773 underlying)
Disposition to Issuer
Stock Option (right to buy)
2023-09-26−1,844→ 0 total
Exercise: $39.48Exp: 2028-06-13→ Class B common stock (1,844 underlying)
Disposition to Issuer
Stock Option (right to buy)
2023-09-26−3,185→ 0 total
Exercise: $25.52Exp: 2027-06-14→ Class B common stock (3,185 underlying)

Footnotes (7)

[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,... (Continued in Footnote 2)
[F2](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.
[F3]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.
[F4]The Reporting Person is trustee of Lagos Trust.
[F5]The Reporting Person is trustee of Traweek Children's Trust.
[F6]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.
[F7]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.

Documents

1 file

4
form4.xmlPrimary

Issuer

REATA PHARMACEUTICALS INC

CIK 0001358762

→

Entity typeother

Related Parties

filerCIK 0001402856

Filing Metadata

Form type: 4
Filed: Sep 25, 8:00 PM ET
Accepted: Sep 26, 7:18 PM ET
Size: 55.9 KB

View on SEC.gov