BIOGEN INC. - 28 Jul 2023 Form 3 Insider Report for REATA PHARMACEUTICALS INC

Source evidence Original filing metadata and source links for verification. 5 source fields
SEC form
3
Accepted by SEC
07 Aug 2023, 17:18:21 UTC
Prior SEC filing
31 Aug 2022
Next SEC filing
28 Sep 2023
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Wendell Taylor, Assistant Secretary

Key filing fact

BIOGEN INC. filed Form 3 for REATA PHARMACEUTICALS INC on 07 Aug 2023.

Key facts

  • This page summarizes BIOGEN INC.'s Form 3 filing for REATA PHARMACEUTICALS INC.
  • 0 reported transactions and 1 derivative row are listed below.
  • Accepted by SEC: 07 Aug 2023, 17:18.

Change

  • Previous filing in this sequence was filed on 31 Aug 2022.
  • Current net transaction value: $0.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Official SEC source

Ownership activity is grounded in SEC Form 3 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

RETA holding

Class A common stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
0
Date
28 Jul 2023
Ownership
See footnotes
Footnotes
F1, F2, F3
RETA holding

Class A common stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
0
Date
28 Jul 2023
Ownership
See footnotes
Footnotes
F4

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

RETA holding Derivative

Stock Options

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
Date
28 Jul 2023
Ownership
See footnotes
Underlying class
Class A common stock
Underlying amount
0
Exercise price
$0.000000
Footnotes
F1, F2, F3, F5
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 5 footnotes

Footnote F1

The reporting person entered into Voting and Support Agreements, dated July 28, 2023 (the "Support Agreements") with respect to the shares of class A common stock, par value $0.001 per share (the "Class A Shares"), of Reata Pharmaceuticals, Inc. (the "Issuer") and class B common stock, par value, $0.001 per share (the "Class B Shares" and, together with the Class A Shares, the "Reata Shares"), of the Issuer held by each of (i) J. Warren Huff, (ii) The 2021 JWH GRAT, (iii) R. Kent McGaughy, Jr., (iv) Lagos Trust, (v) Traweek Children's Trust, (vi) CPMG, Inc., (vii) William E. Rose; (viii) the Charles Henry Rose 2001 Trust, (ix) the John William Rose 2002 Trust, (x) Montrose Investments I, L.P., (xi) Montrose Investments GP, LLC, (xii) Evelyn P. Rose; (xiii) Evelyn P. Rose Fidelity SEP IRA, (xiv) Evelyn Potter Rose Survivor's Trust, (xv) Charles E. Gale and (xvi) an IRA created for Mr. Gale's benefit (each, a "Holder" and, collectively, the "Holders").

Footnote F2

The Class B Shares are convertible to Class A Shares on a one-to-one basis. By virtue of entering into Voting and Support Agreements, dated July 28, 2023, with each of the Holders, the reporting person on this Form 3 may be deemed to be a member of a "group" for purposes of Section 13(d) of the Securities and Exchange Act of 1934, as amended (the "Exchange Act") with respect to the securities held by parties who continue to be bound by the Support Agreements, which such "group" beneficially own (as defined in Section 13(d) of the Exchange Act), in the aggregate, more than 10% of the outstanding Class A Shares. Pursuant to the Support Agreements, the Holders agreed to irrevocably and unconditionally appoint the reporting person, or any person designated by the reporting person, as its proxy and attorney-in-fact to vote such Holders' Reata Shares.

Footnote F3

The Support Agreements do not provide the reporting person with a pecuniary interest in the Class A Shares and as such the reporting person is not a beneficial owner for purposes of Section 16 of the Exchange Act.

Footnote F4

Mr. Huff holds Restricted Stock Units ("RSUs") in the amount and on the terms reported on Mr. Huff''s Form 4 filings with respect to the Issuer, as amended. The Support Agreements do not provide the reporting person with a pecuniary interest in the Class A Shares underlying such RSUs and as such the reporting person is not a beneficial owner for purposes of Section 16 of the Exchange Act.

Footnote F5

Each of Messrs Huff, McGaughy, Jr. and Rose hold options for Class A Shares and Class B Shares (collectively, the "Options"), which are currently exercisable or exercisable within 60 days of the date hereof, in the amount and on the terms reported on each of Messrs Huff, McGaughty, Jr. and Rose's Form 4 filings with respect to the Issuer, as amended. The Support Agreements do not provide the reporting person with a pecuniary interest in the Class A Shares underlying such Options and as such the reporting person is not a beneficial owner for purposes of Section 16 of the Exchange Act.

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