James Warren Huff - Sep 26, 2023 Form 4 Insider Report for REATA PHARMACEUTICALS INC (RETA)

Role
Chief Executive Officer, Director
Signature
/s/ Tracy Herson, attorney-in-fact
Stock symbol
RETA
Transactions as of
Sep 26, 2023
Transactions value $
$0
Form type
4
Date filed
9/26/2023, 04:30 PM
Previous filing
Jul 10, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction RETA Class A common stock Disposed to Issuer -122K -100% 0 Sep 26, 2023 Direct F1, F2
transaction RETA Class A common stock Disposed to Issuer -10.4K -100% 0 Sep 26, 2023 By The 2021 JWH GRAT F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction RETA Class B common stock Disposed to Issuer -213K -100% 0 Sep 26, 2023 Class A common stock 213K Direct F1, F2, F3
transaction RETA Employee Stock Option (right to buy) Disposed to Issuer -24K -100% 0 Sep 26, 2023 Class A common stock 24K $121.29 Direct F1, F2
transaction RETA Employee Stock Option (right to buy) Disposed to Issuer -275K -100% 0 Sep 26, 2023 Class A common stock 275K $25.03 Direct F1, F2
transaction RETA Employee Stock Option (right to buy) Disposed to Issuer -147K -100% 0 Sep 26, 2023 Class A common stock 147K $36.71 Direct F1, F2
transaction RETA Employee Stock Option (right to buy) Disposed to Issuer -51.8K -100% 0 Sep 26, 2023 Class B common stock 51.8K $11.00 Direct F1, F2
transaction RETA Employee Stock Option (right to buy) Disposed to Issuer -100K -100% 0 Sep 26, 2023 Class B common stock 100K $22.57 Direct F1, F2
transaction RETA Employee Stock Option (right to buy) Disposed to Issuer -125K -100% 0 Sep 26, 2023 Class B common stock 125K $24.75 Direct F1, F2
transaction RETA Employee Stock Option (right to buy) Disposed to Issuer -57.3K -100% 0 Sep 26, 2023 Class B common stock 57.3K $55.73 Direct F1, F2
transaction RETA Employee Stock Option (right to buy) Disposed to Issuer -28.6K -100% 0 Sep 26, 2023 Class B common stock 28.6K $55.73 Direct F1, F2
transaction RETA Employee Stock Option (right to buy) Disposed to Issuer -28.6K -100% 0 Sep 26, 2023 Class B common stock 28.6K $55.73 Direct F1, F2
transaction RETA Employee Stock Option (right to buy) Disposed to Issuer -20.1K -100% 0 Sep 26, 2023 Class B common stock 20.1K $207.20 Direct F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

James Warren Huff is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
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)
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 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.