Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
---|---|---|---|---|---|---|---|---|---|---|---|
transaction | RETA | Class A common stock | Disposed to Issuer | -25K | -100% | 0 | Sep 26, 2023 | Direct | F1, F2 | ||
transaction | RETA | Class A common stock | Disposed to Issuer | -2.9M | -100% | 0 | Sep 26, 2023 | See footnote | F1, F2, F3, F6 | ||
transaction | RETA | Class A common stock | Disposed to Issuer | -4.59K | -100% | 0 | Sep 26, 2023 | By Lagos Trust | F1, F2, F4, F6 | ||
transaction | RETA | Class A common stock | Disposed to Issuer | -280 | -100% | 0 | Sep 26, 2023 | By Traweek Children's Trust | F1, F2, F5, F6 |
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 |
R. Kent Jr McGaughy 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,... (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. |