Rajiv Patni - Sep 26, 2023 Form 4 Insider Report for REATA PHARMACEUTICALS INC (RETA)

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
Jun 14, 2023
Next filing
Feb 15, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction RETA Class A common stock Disposed to Issuer -45K -100% 0 Sep 26, 2023 Direct F1, F2, F3

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 Employee Stock Option (right to buy) Disposed to Issuer -90K -100% 0 Sep 26, 2023 Class A common stock 90K $99.12 Direct F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Rajiv Patni 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 shares represent RSUs, which were to vest as to 11,250 shares on June 12, 2024, with the remainder to vest in twelve equal quarterly installments thereafter.