Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
---|---|---|---|---|---|---|---|---|---|---|---|
transaction | RETA | Class A common stock | Disposed to Issuer | -379K | -100% | 0 | Sep 26, 2023 | By trust | F1, F2, F3 | ||
transaction | RETA | Class A common stock | Disposed to Issuer | -11.6K | -100% | 0 | Sep 26, 2023 | Direct | F1, F2, F4 | ||
transaction | RETA | Class A common stock | Disposed to Issuer | -19.8K | -100% | 0 | Sep 26, 2023 | Direct | F1, F2, F5 | ||
transaction | RETA | Class A common stock | Disposed to Issuer | -7.89K | -100% | 0 | Sep 26, 2023 | See Footnote | F1, F2, F6 | ||
transaction | RETA | Class A common stock | Disposed to Issuer | -20 | -100% | 0 | Sep 26, 2023 | By trust | F1, F2, F7 | ||
transaction | RETA | Class A common stock | Disposed to Issuer | -45 | -100% | 0 | Sep 26, 2023 | By trust | F1, F2, F8 | ||
transaction | RETA | Class A common stock | Disposed to Issuer | -29 | -100% | 0 | Sep 26, 2023 | See Footnote | F1, F2, F9 | ||
transaction | RETA | Class A common stock | Disposed to Issuer | -181K | -100% | 0 | Sep 26, 2023 | See Footnote | F1, F2, F10 |
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 | -129K | -100% | 0 | Sep 26, 2023 | Class A common stock | 129K | Direct | F1, F2, F4, F12 | |||
transaction | RETA | Class B Common Stock | Disposed to Issuer | -1.73M | -100% | 0 | Sep 26, 2023 | Class A common stock | 1.73M | See Footnote | F1, F2, F3, F12 | |||
transaction | RETA | Class B Common Stock | Disposed to Issuer | -87.8K | -100% | 0 | Sep 26, 2023 | Class A common stock | 87.8K | See Footnote | F1, F2, F6, F12 | |||
transaction | RETA | Class B Common Stock | Disposed to Issuer | -29.2K | -100% | 0 | Sep 26, 2023 | Class A common stock | 29.2K | See Footnote | F1, F2, F7, F12 | |||
transaction | RETA | Class B Common Stock | Disposed to Issuer | -29.5K | -100% | 0 | Sep 26, 2023 | Class A common stock | 29.5K | See Footnote | F1, F2, F8, F12 | |||
transaction | RETA | Class B Common Stock | Disposed to Issuer | -313 | -100% | 0 | Sep 26, 2023 | Class A common stock | 313 | See Footnote | F1, F2, F9, F12 | |||
transaction | RETA | Class B Common Stock | Disposed to Issuer | -29K | -100% | 0 | Sep 26, 2023 | Class A common stock | 29K | See Footnote | F1, F2, F11, F12 | |||
transaction | RETA | Stock Option (right to buy) | Disposed to Issuer | -6.3K | -100% | 0 | Sep 26, 2023 | Class A common stock | 6.3K | $130.92 | Direct | F1, F2 | ||
transaction | RETA | Stock Option (right to buy) | Disposed to Issuer | -760 | -100% | 0 | Sep 26, 2023 | Class A common stock | 760 | $130.92 | Direct | F1, F2 | ||
transaction | RETA | Stock Option (right to buy) | Disposed to Issuer | -5K | -100% | 0 | Sep 26, 2023 | Class A common stock | 5K | $146.01 | Direct | F1, F2 | ||
transaction | RETA | Stock Option (right to buy) | Disposed to Issuer | -810 | -100% | 0 | Sep 26, 2023 | Class A common stock | 810 | $146.01 | Direct | F1, F2 | ||
transaction | RETA | Stock Option (right to buy) | Disposed to Issuer | -11.2K | -100% | 0 | Sep 26, 2023 | Class A common stock | 11.2K | $34.76 | Direct | F1, F2 | ||
transaction | RETA | Stock Option (right to buy) | Disposed to Issuer | -3.33K | -100% | 0 | Sep 26, 2023 | Class A common stock | 3.33K | $34.76 | Direct | F1, F2 | ||
transaction | RETA | Stock Option (right to buy) | Disposed to Issuer | -4.28K | -100% | 0 | Sep 26, 2023 | Class A common stock | 4.28K | $93.61 | Direct | F1, F2 | ||
transaction | RETA | Stock Option (right to buy) | Disposed to Issuer | -1.09K | -100% | 0 | Sep 26, 2023 | Class A common stock | 1.09K | $93.61 | Direct | F1, F2 | ||
transaction | RETA | Stock Option (right to buy) | Disposed to Issuer | -6K | -100% | 0 | Sep 26, 2023 | Class B common stock | 6K | $22.57 | Direct | F1, F2 | ||
transaction | RETA | Stock Option (right to buy) | Disposed to Issuer | -1.76K | -100% | 0 | Sep 26, 2023 | Class B common stock | 1.76K | $22.57 | Direct | F1, F2 | ||
transaction | RETA | Stock Option (right to buy) | Disposed to Issuer | -6K | -100% | 0 | Sep 26, 2023 | Class B common stock | 6K | $25.52 | Direct | F1, F2 | ||
transaction | RETA | Stock Option (right to buy) | Disposed to Issuer | -2.93K | -100% | 0 | Sep 26, 2023 | Class B common stock | 2.93K | $25.52 | Direct | F1, F2 | ||
transaction | RETA | Stock Option (right to buy) | Disposed to Issuer | -8K | -100% | 0 | Sep 26, 2023 | Class B common stock | 8K | $39.48 | Direct | F1, F2 | ||
transaction | RETA | Stock Option (right to buy) | Disposed to Issuer | -1.96K | -100% | 0 | Sep 26, 2023 | Class B common stock | 1.96K | $39.48 | Direct | F1, F2 | ||
transaction | RETA | Stock Option (right to buy) | Disposed to Issuer | -9K | -100% | 0 | Sep 26, 2023 | Class B common stock | 9K | $88.75 | Direct | F1, F2 | ||
transaction | RETA | Stock Option (right to buy) | Disposed to Issuer | -978 | -100% | 0 | Sep 26, 2023 | Class B common stock | 978 | $88.75 | Direct | F1, F2 |
William Rose is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
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 | 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. |
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. |