SEC Form 4 · accession 0000905148-17-000625

REATA PHARMACEUTICALS INC · RETA

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

Reporting owner

R Kent McGaughy Jr.

Director · 10% Owner

Period of report

Jun 22, 2017

Accepted (ET)

Jun 23, 2017 · 5:55 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^F5,F1,F7	Jun 22, 2017	C	742,289	—	A	2,668,323	I	See footnote
Class A common stock^F2,F7	holding	—	—		—	4,591	I	By Lagos Trust
Class A common stock^F3,F7	holding	—	—		—	280	I	By Traweek Children's Trust
Class A common stock^F4,F7	holding	—	—		—	2,739	I	See footnote
Class A common stock	holding	—	—		—	25,004	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^F5,F1,F7,F6	—	Jun 22, 2017	P	1,200,000	A	—	—	Class A Common Stock	1,200,000	2,435,146	I
Class B Common Stock^F5,F1,F7	—	Jun 22, 2017	C	742,289	D	—	—	Class A Common Stock	742,289	1,692,857	I
Class B Common Stock^F2,F7,F6	—	holding	—	—	—	—	—	Class A Common Stock	51,095	51,095	I
Class B Common Stock^F3,F7,F6	—	holding	—	—	—	—	—	Class A Common Stock	3,109	3,109	I
Class B Common Stock^F4,F7,F6	—	holding	—	—	—	—	—	Class A Common Stock	30,478	30,478	I
Class B Common Stock^F6	—	holding	—	—	—	—	—	Class A Common Stock	278,309	278,309	D

Explanation of responses

F1These shares of Class A common stock are held in various funds for which CPMG, Inc. serves as investment manager (the "CPMG Funds"). The Reporting Person is a co-director and co-shareholder of CPMG, Inc.
F2The Reporting Person is trustee of Lagos Trust.
F3The Reporting Person is trustee of Traweek Children's Trust.
F4These shares of Class A common stock and Class B common stock are held in escrow for a charitable donee by American Stock Transfer & Trust Company, LLC.
F5These 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"). Because certain CPMG Funds were not 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, the shares of Class B common stock transferred to such CPMG Funds in connection with the Private Transaction automatically convert into shares of Class A common stock, on a one-for-one basis and for no additional consideration. The shares of Class B common stock transferred to other CPMG Funds that were holders of shares of Class B common stock at the time of the Private Transaction do not automatically convert.
F6These 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.
F7The Reporting Person disclaims beneficial ownership of the shares except to the extent of his 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