R. Kent Jr McGaughy - Sep 26, 2023 Form 4 Insider Report for REATA PHARMACEUTICALS INC (RETA)

Role
Director, 10%+ Owner
Signature
/s/ R. Kent McGaughy, Jr.
Stock symbol
RETA
Transactions as of
Sep 26, 2023
Transactions value $
$0
Form type
4
Date filed
9/26/2023, 07:18 PM
Previous filing
Jan 10, 2024
Next filing
May 7, 2024
SEC
View on sec.gov

Transactions Table

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 -1.69M -100% 0 Sep 26, 2023 Class A common stock 1.69M See footnote F1, F2, F3, F6, F7
transaction RETA Class B common stock Disposed to Issuer -51.1K -100% 0 Sep 26, 2023 Class A common stock 51.1K By Lagos Trust F1, F2, F4, F6, F7
transaction RETA Class B common stock Disposed to Issuer -3.11K -100% 0 Sep 26, 2023 Class A common stock 3.11K By Traweek Children's Trust F1, F2, F5, F6, F7
transaction RETA Class B common stock Disposed to Issuer -278K -100% 0 Sep 26, 2023 Class A common stock 278K Direct F1, F2, F7
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 -699 -100% 0 Sep 26, 2023 Class A common stock 699 $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 -690 -100% 0 Sep 26, 2023 Class A common stock 690 $146.01 Direct F1, F2
transaction RETA Stock Option (right to buy) Disposed to Issuer -399 -100% 0 Sep 26, 2023 Class A common stock 399 $27.32 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 -4.79K -100% 0 Sep 26, 2023 Class A common stock 4.79K $34.76 Direct F1, F2
transaction RETA Stock Option (right to buy) Disposed to Issuer -1.63K -100% 0 Sep 26, 2023 Class A common stock 1.63K $93.61 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 -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 -2.77K -100% 0 Sep 26, 2023 Class B common stock 2.77K $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 -3.19K -100% 0 Sep 26, 2023 Class B common stock 3.19K $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 -1.84K -100% 0 Sep 26, 2023 Class B common stock 1.84K $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 -892 -100% 0 Sep 26, 2023 Class B common stock 892 $88.75 Direct F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

R. Kent Jr McGaughy 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,... (Continued in Footnote 2)
F2 (Continued from Footnote 1) ...and (b) 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.
F3 These shares of Class A common stock were held in various funds for which CPMG, Inc. serves as investment manager. Each of the Reporting Person and Antal Desai is a shareholder and managing partner of CPMG, Inc.
F4 The Reporting Person is trustee of Lagos Trust.
F5 The Reporting Person is trustee of Traweek Children's Trust.
F6 The Reporting Person disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
F7 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.