Michael D. Wortley - Sep 26, 2023 Form 4 Insider Report for REATA PHARMACEUTICALS INC (RETA)

Role: Chief Legal Officer
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: Aug 17, 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		-49.7K	-100%		0	Sep 26, 2023	Direct	F1, F2

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

Type	Sym	Class	Transaction	Shares	Change %	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	RETA	Employee Stock Option (right to buy)	Disposed to Issuer	-16.5K	-100%	Sep 26, 2023	Class A common stock	16.5K	$121.29	Direct	F1, F2
transaction	RETA	Employee Stock Option (right to buy)	Disposed to Issuer	-70K	-100%	Sep 26, 2023	Class A common stock	70K	$27.32	Direct	F1, F2
transaction	RETA	Employee Stock Option (right to buy)	Disposed to Issuer	-63.7K	-100%	Sep 26, 2023	Class A common stock	63.7K	$36.71	Direct	F1, F2
transaction	RETA	Employee Stock Option (right to buy)	Disposed to Issuer	-62.8K	-100%	Sep 26, 2023	Class B common stock	62.8K	$22.57	Direct	F1, F2
transaction	RETA	Employee Stock Option (right to buy)	Disposed to Issuer	-60.4K	-100%	Sep 26, 2023	Class B common stock	60.4K	$24.75	Direct	F1, F2
transaction	RETA	Employee Stock Option (right to buy)	Disposed to Issuer	-34.5K	-100%	Sep 26, 2023	Class B common stock	34.5K	$55.73	Direct	F1, F2
transaction	RETA	Employee Stock Option (right to buy)	Disposed to Issuer	-17.3K	-100%	Sep 26, 2023	Class B common stock	17.3K	$55.73	Direct	F1, F2
transaction	RETA	Employee Stock Option (right to buy)	Disposed to Issuer	-17.3K	-100%	Sep 26, 2023	Class B common stock	17.3K	$55.73	Direct	F1, F2
transaction	RETA	Employee Stock Option (right to buy)	Disposed to Issuer	-24K	-100%	Sep 26, 2023	Class B common stock	24K	$207.20	Direct	F1, F2

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

Michael D. Wortley 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.

Content

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)

(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.