SEC Form 4 · accession 0000905148-17-000624

REATA PHARMACEUTICALS INC · RETA

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

CPMG Inc

Director · 10% Owner

Period of report

Jun 22, 2017

Accepted (ET)

Jun 23, 2017 · 5:54 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001358762

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Class A common stock^F4,F2	Jun 22, 2017	C	211,708	—	A	442,560	I	By Gallopavo, LP
Class A common stock^F4,F2	Jun 22, 2017	C	386,285	—	A	697,032	I	By Roadrunner Fund, LP
Class A common stock^F4,F2	Jun 22, 2017	C	33,656	—	A	86,925	I	By Blackwell Partners LLC - Series A
Class A common stock^F4,F2	Jun 22, 2017	C	110,640	—	A	110,640	I	By Killdeer Fund, LP
Class A common stock^F2	holding	—	—		—	109,415	I	By Mallard Fund, LP
Class A common stock^F2	holding	—	—		—	333,533	I	By Yellow Warbler, LP
Class A common stock^F2	holding	—	—		—	280,500	I	By Willet Fund, LP
Class A common stock^F2	holding	—	—		—	37,909	I	By Crested Crane, LP
Class A common stock^F2	holding	—	—		—	63,481	I	By Flamingo Fund, LP
Class A common stock^F2	holding	—	—		—	334,740	I	By Sandpiper Fund, LP
Class A common stock^F2	holding	—	—		—	160,265	I	By Kestrel Fund, LP
Class A common stock^F2	holding	—	—		—	11,076	I	By CD Fund, LP
Class A common stock^F2	holding	—	—		—	134	I	By Redbird Life Sciences Partners, LP
Class A common stock	holding	—	—		—	113	D

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 Stock^F3,F2,F1	—	Jun 22, 2017	P	102,120	A	—	—	Class A Common Stock	102,120	114,946	I
Class B Common Stock^F3,F2,F1	—	Jun 22, 2017	P	355,591	A	—	—	Class A Common Stock	355,591	993,929	I
Class B Common Stock^F3,F2,F4	—	Jun 22, 2017	P	211,708	A	—	—	Class A Common Stock	211,708	211,708	I
Class B Common Stock^F3,F2,F4	—	Jun 22, 2017	P	386,285	A	—	—	Class A Common Stock	386,285	386,285	I
Class B Common Stock^F3,F2,F4	—	Jun 22, 2017	P	33,656	A	—	—	Class A Common Stock	33,656	33,656	I
Class B Common Stock^F3,F2,F4	—	Jun 22, 2017	P	110,640	A	—	—	Class A Common Stock	110,640	110,640	I
Class B Common Stock^F4,F2	—	Jun 22, 2017	C	211,708	D	—	—	Class A Common Stock	211,708	0	I
Class B Common Stock^F4,F2	—	Jun 22, 2017	C	386,285	D	—	—	Class A Common Stock	386,285	0	I
Class B Common Stock^F4,F2	—	Jun 22, 2017	C	33,656	D	—	—	Class A Common Stock	33,656	0	I
Class B Common Stock^F4,F2	—	Jun 22, 2017	C	110,640	D	—	—	Class A Common Stock	110,640	0	I
Class B Common Stock^F2,F1	—	holding	—	—	—	—	—	Class A Common Stock	150,186	150,186	I
Class B Common Stock^F2,F1	—	holding	—	—	—	—	—	Class A Common Stock	307,776	307,776	I
Class B Common Stock^F2,F1	—	holding	—	—	—	—	—	Class A Common Stock	123,379	123,379	I
Class B Common Stock^F2,F1	—	holding	—	—	—	—	—	Class A Common Stock	1,490	1,490	I
Class B Common Stock^F1	—	holding	—	—	—	—	—	Class A Common Stock	1,251	1,251	D

Explanation of responses

F1These shares of Class B common stock are convertible into Class A common stock on a one-for-one basis at the holder's election at any time for no additional consideration, and have no expiration date.
F2The Reporting Person is the investment manager of each of: Killdeer Fund, LP; Blackwell Partners LLC - Series A; Crested Crane, LP; Flamingo Fund, LP; Gallopavo, LP; Roadrunner Fund, LP; Sandpiper Fund, LP; Mallard Fund, LP; Yellow Warbler, LP; Kestrel Fund, LP; Willet Fund, LP; CD Fund, LP; and Redbird Life Sciences Partners, LP. The Reporting Person disclaims beneficial ownership of the shares except to the extent of its 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.
F3These shares of Class B common stock were acquired in a private transaction with another Class B shareholder pursuant to a purchase agreement dated June 22, 2017 (the "Private Transaction").
F4Because none of Blackwell Partners LLC - Series A, Gallopavo, LP, Roadrunner Fund, LP and Killdeer Fund, LP were holders of shares of Class B common stock at the time of the Private Transaction, then, pursuant to Section 4.4(b) of the Issuer's Thirteenth Amended and Restated Certificate of Incorporation, these shares of Class B common stock automatically convert into shares of Class A common stock in connection with the Private Transaction, on a one-for-one basis and for no additional consideration.

Remarks

Mr. McGaughy, Jr., a co-director and co-shareholder of the Reporting Person, serves on the Issuer's Board of Directors (the "Board") as a representative of the Reporting Person. By virtue of his representation on the Board, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Reporting Person is deemed to be a director by deputization.