McClellan William D. Jr. Form 4 REATA PHARMACEUTICALS / William D. Jr. McClellan ownership change

SEC Form 4

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).

1. Name and Address of Reporting Person^*

McClellan William D. Jr.

(Last)

(First)

(Middle)

5320 LEGACY DRIVE

(Street)

PLANO

75024

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
REATA PHARMACEUTICALS INC [ RETA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/26/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A common stock	09/26/2023		D		6,017	D	⁽¹⁾⁽²⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$130.92	09/26/2023		D			6,300	⁽¹⁾⁽²⁾	06/10/2030	Class A common stock	6,300	⁽¹⁾⁽²⁾	0	D
Stock Option (right to buy)	$146.01	09/26/2023		D			5,000	⁽¹⁾⁽²⁾	06/10/2031	Class A common stock	5,000	⁽¹⁾⁽²⁾	0	D
Stock Option (right to buy)	$27.32	09/26/2023		D			99	⁽¹⁾⁽²⁾	01/03/2032	Class A common stock	99	⁽¹⁾⁽²⁾	0	D
Stock Option (right to buy)	$34.76	09/26/2023		D			416	⁽¹⁾⁽²⁾	06/08/2032	Class A common stock	416	⁽¹⁾⁽²⁾	0	D
Stock Option (right to buy)	$34.76	09/26/2023		D			5,620	⁽¹⁾⁽²⁾	06/08/2032	Class A common stock	5,620	⁽¹⁾⁽²⁾	0	D
Stock Option (right to buy)	$93.61	09/26/2023		D			135	⁽¹⁾⁽²⁾	06/07/2033	Class A common stock	135	⁽¹⁾⁽²⁾	0	D
Stock Option (right to buy)	$93.61	09/26/2023		D			2,137	⁽¹⁾⁽²⁾	06/07/2033	Class A common stock	2,137	⁽¹⁾⁽²⁾	0	D
Stock Option (right to buy)	$26.46	09/26/2023		D			4,500	⁽¹⁾⁽²⁾	03/01/2027	Class B common stock	4,500	⁽¹⁾⁽²⁾	0	D
Stock Option (right to buy)	$25.52	09/26/2023		D			2,000	⁽¹⁾⁽²⁾	06/14/2027	Class B common stock	2,000	⁽¹⁾⁽²⁾	0	D
Stock Option (right to buy)	$39.48	09/26/2023		D			8,000	⁽¹⁾⁽²⁾	06/13/2028	Class B common stock	8,000	⁽¹⁾⁽²⁾	0	D
Stock Option (right to buy)	$88.75	09/26/2023		D			9,000	⁽¹⁾⁽²⁾	06/12/2029	Class B common stock	9,000	⁽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).
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McClellan William D. Jr. Form 4REATA PHARMACEUTICALS / William D. Jr. McClellan ownership change