SEC Form 4 · accession 0000899243-16-027634
REATA PHARMACEUTICALS INC · RETA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF2 | Aug 18, 2016 | W | 7,886 | $0.00 | D | 0 | D | |
| Class A Common StockF2 | Aug 18, 2016 | W | 7,886 | $0.00 | A | 7,886 | D | |
| Class A Common StockF3 | holding | — | — | — | 11,618 | D | ||
| Class A Common StockF4 | holding | — | — | — | 168,720 | I | See Footnote | |
| Class A Common StockF5 | holding | — | — | — | 1,426 | D | ||
| Class A Common StockF6 | holding | — | — | — | 29 | I | See Footnote | |
| Class A Common StockF7 | holding | — | — | — | 20 | I | By trust | |
| Class A Common StockF8 | holding | — | — | — | 45 | I | By trust | |
| Class A Common StockF9 | holding | — | — | — | 957,000 | I | By Puffin | |
| Class A Common StockF10 | holding | — | — | — | 143,000 | I | By Montrose |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common StockF2,F1 | — | Aug 18, 2016 | W | 87,776 | D | — | — | Class A Common Stock | — | 0 | D |
| Class B Common StockF2,F1 | — | Aug 18, 2016 | W | 87,776 | A | — | — | Class A Common Stock | — | 87,776 | D |
| Class B Common StockF3,F1 | — | holding | — | — | — | — | — | Class A Common Stock | — | 129,308 | D |
| Class B Common StockF4,F1 | — | holding | — | — | — | — | — | Class A Common Stock | — | 1,877,998 | I |
| Class B Common StockF5,F1 | — | holding | — | — | — | — | — | Class A Common Stock | — | 15,869 | D |
| Class B Common StockF6,F1 | — | holding | — | — | — | — | — | Class A Common Stock | — | 313 | I |
| Class B Common StockF7,F1 | — | holding | — | — | — | — | — | Class A Common Stock | — | 215 | I |
| Class B Common StockF8,F1 | — | holding | — | — | — | — | — | Class A Common Stock | — | 492 | I |
Explanation of responses
- F1The Class B common stock is convertible into Class A common stock on a one-for-one basis (a) at the holder's election at any time after the date that is six months following the date of the closing of the initial public offering of the company's Class A common stock, (b) at the holder's election prior to that time subject to certain conditions, or (c) at the option of the company's board of directors, in its sole discretion, at any time or multiple times from time to time on or before the closing of the initial public offering. The conversion right of the Class B common stock has no expiration date.
- F10These shares are owned directly by Puffin Partners, L.P. ("Puffin). Each of (a) William E. Rose, a director of the issuer, and (b) Charles E. Gale serve as co-managers of the general partner of Puffin. Mr. Rose and Mr. Gale disclaim pecuniary interest in the shares held by Puffin.
- F2Following the death of Edward W. Rose III, these shares, which were owned directly by the Edward W. Rose Fidelity Rollover IRA (the "Edward Rose IRA"), were transferred pursuant to the terms of the Edward Rose IRA and for no additional consideration to the Evelyn P. Rose Fidelity Rollover IRA, as the beneficiary of the Edward Rose IRA, for the benefit of Evelyn P. Rose (Edward W. Rose III's widow). Such shares are owned indirectly by Evelyn P. Rose.
- F3These shares are owned directly by William E. Rose, a director of the issuer.
- F4These shares are owned directly by the Estate of Edward W. Rose III, a ten percent owner of the issuer, for which Charles E. Gale serves as executor.
- F5These shares are owned directly by Charles E. Gale.
- F6These shares are owned directly by the Charles E. Gale Fidelity Rollover IRA and indirectly by Charles E. Gale.
- F7These shares are owned indirectly by William E. Rose, a director of the issuer, as co-trustee of the Charles Henry Rose 2001 Trust.
- F8These shares are owned indirectly by William E. Rose, a director of the issuer, as co-trustee of the John William Rose 2002 Trust.
- F9These shares are owned directly by Montrose Investments I, L.P. ("Montrose"), and indirectly by William E. Rose, a director of the issuer, as sole shareholder and sole manager of the general partner of Montrose.
Remarks
The reporting persons may be deemed to be members of a group with other affiliated entities that collectively are 10% owners, which group includes William E. Rose, the Estate of Edward W. Rose III, Evelyn P. Rose, Evelyn P. Rose Fidelity Rollover IRA, Charles Henry Rose 2001 Trust, John William Rose 2002 Trust, Charles E. Gale, Charles E. Gale Fidelity Rollover IRA, Puffin Partners, L.P., Puffin GP, LLC, Montrose Investments I, L.P. and Montrose Investments GP, LLC (collectively, the "Affiliated Rose Reporting Persons"). The reporting persons disclaim the existence of a group and disclaim beneficial ownership of any securities held by the other Affiliated Rose Reporting Persons, except to the extent of their respective pecuniary interests therein. The Edward W. Rose Fidelity Rollover IRA no longer beneficially owns any shares of Class A Common Stock or Class B Common Stock and is no longer a member of the filing group reporting on this Form 4.