Wortley Michael D returned 49,701 shares to the company, closing all direct ownership in the company (SEC Form 4)
$RETA
Biotechnology: Pharmaceutical Preparations
Health Care
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
REATA PHARMACEUTICALS INC [ RETA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/26/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A common stock | 09/26/2023 | D | 49,701 | D | (1)(2) | 0 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Option (right to buy) | $121.29 | 09/26/2023 | D | 16,500 | (1)(2) | 01/04/2031 | Class A common stock | 16,500 | (1)(2) | 0 | D | ||||
| Employee Stock Option (right to buy) | $27.32 | 09/26/2023 | D | 70,000 | (1)(2) | 01/03/2032 | Class A common stock | 70,000 | (1)(2) | 0 | D | ||||
| Employee Stock Option (right to buy) | $36.71 | 09/26/2023 | D | 63,650 | (1)(2) | 01/03/2033 | Class A common stock | 63,650 | (1)(2) | 0 | D | ||||
| Employee Stock Option (right to buy) | $22.57 | 09/26/2023 | D | 62,800 | (1)(2) | 12/07/2026 | Class B common stock | 62,800 | (1)(2) | 0 | D | ||||
| Employee Stock Option (right to buy) | $24.75 | 09/26/2023 | D | 60,400 | (1)(2) | 12/06/2027 | Class B common stock | 60,400 | (1)(2) | 0 | D | ||||
| Employee Stock Option (right to buy) | $55.73 | 09/26/2023 | D | 34,500 | (1)(2) | 01/02/2029 | Class B common stock | 34,500 | (1)(2) | 0 | D | ||||
| Employee Stock Option (right to buy) | $55.73 | 09/26/2023 | D | 17,250 | (1)(2) | 01/02/2029 | Class B common stock | 17,250 | (1)(2) | 0 | D | ||||
| Employee Stock Option (right to buy) | $55.73 | 09/26/2023 | D | 17,250 | (1)(2) | 01/02/2029 | Class B common stock | 17,250 | (1)(2) | 0 | D | ||||
| Employee Stock Option (right to buy) | $207.2 | 09/26/2023 | D | 24,000 | (1)(2) | 01/02/2030 | Class B common stock | 24,000 | (1)(2) | 0 | D | ||||
| Explanation of Responses: |
| 1. 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) |
| 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. |
| Remarks: |
| /s/ Tracy Herson, attorney-in-fact | 09/26/2023 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||