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

Role
Director
Signature
/s/ Charles E. Gale, Attorney-In-Fact for William E. Rose
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
Sep 19, 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 -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

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 -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
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

William Rose 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 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.