SEC Form 4 · accession 0001140361-16-068151

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 1, 2016

Accepted (ET)

Jun 1, 2016 · 9:02 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^F1	Jun 1, 2016	C	113	—	A	113	D
Class A common stock^F1,F9	Jun 1, 2016	C	27,651	—	A	27,651	I	By Kestrel Fund, LP
Class A common stock^F1,F9	Jun 1, 2016	C	1,153	—	A	1,153	I	By Willet Fund, LP
Class A common stock^F1,F9	Jun 1, 2016	C	11,076	—	A	11,076	I	By CD Fund, LP
Class A common stock^F1,F9	Jun 1, 2016	C	13,493	—	A	13,493	I	By Mallard Fund, LP
Class A common stock^F1,F9	Jun 1, 2016	C	57,349	—	A	57,349	I	By Yellow Warbler, LP
Class A common stock^F1,F9	Jun 1, 2016	C	134	—	A	134	I	By Redbird Life Sciences Partners, LP
Class A common stock^F8,F2,F9	Jun 1, 2016	P	56,739	$11.4261	A	57,892	I	By Willet Fund, LP
Class A common stock^F8,F3,F9	Jun 1, 2016	P	127,691	$12.7644	A	185,583	I	By Willet Fund, LP
Class A common stock^F8,F4,F9	Jun 1, 2016	P	8,233	$13.2169	A	193,816	I	By Willet Fund, LP
Class A common stock^F8,F5,F9	Jun 1, 2016	P	28,797	$13.2649	A	222,613	I	By Willet Fund, LP
Class A common stock^F8,F6,F9	Jun 1, 2016	P	6,203	$14.2219	A	228,816	I	By Willet Fund, LP
Class A common stock^F8,F7,F9	Jun 1, 2016	P	23,890	$14.1062	A	252,706	I	By Willet Fund, LP

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^F1	—	Jun 1, 2016	C	113	D	—	—	Class A common stock	113	1,251	D
Class B common stock^F9,F1	—	Jun 1, 2016	C	27,651	D	—	—	Class A common stock	27,651	307,776	I
Class B common stock^F9,F1	—	Jun 1, 2016	C	1,153	D	—	—	Class A common stock	1,153	12,826	I
Class B common stock^F9,F1	—	Jun 1, 2016	C	11,076	D	—	—	Class A common stock	11,076	123,279	I
Class B common stock^F9,F1	—	Jun 1, 2016	C	13,493	D	—	—	Class A common stock	13,493	150,186	I
Class B common stock^F9,F1	—	Jun 1, 2016	C	57,349	D	—	—	Class A common stock	57,349	638,338	I
Class B common stock^F9,F1	—	Jun 1, 2016	C	134	D	—	—	Class A common stock	134	1,490	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 Issuer'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 Issuer'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.
F2This price reflects the weighted average purchase price for open-market purchase orders placed by the Reporting Person with its broker on May 26, 2016, within a $1.00 range. The actual prices for these transactions range from $11.06 to $11.85, inclusive. The Reporting Person undertakes to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of Shares purchased at each separate price within the ranges set forth in footnotes (2) through (7) to this Form 4.
F3This price reflects the weighted average purchase price for open-market purchase orders placed by the Reporting Person with its broker on May 26, 2016, within a $1.00 range. The actual prices for these transactions range from $12.12 to $13.00, inclusive.
F4This price reflects the weighted average purchase price for open-market purchase orders placed by the Reporting Person with its broker on May 26, 2016, within a $1.00 range. The actual prices for these transactions range from $13.17 to $13.25, inclusive.
F5This price reflects the weighted average purchase price for open-market purchase orders placed by the Reporting Person with its broker on May 27, 2016, within a $1.00 range. The actual prices for these transactions range from $12.99 to $13.50, inclusive.
F6This price reflects the weighted average purchase price for open-market purchase orders placed by the Reporting Person with its broker on May 27, 2016, within a $1.00 range. The actual prices for these transactions range from $14.00 to $14.3099, inclusive.
F7This price reflects the weighted average purchase price for open-market purchase orders placed by the Reporting Person with its broker on May 31, 2016, within a $1.00 range. The actual prices for these transactions range from $13.74 to $14.48, inclusive.
F8Due to the conditions to closing of the initial public offering of the Class A common stock, these purchases were not deemed to occur until closing, on June 1, 2016.
F9The Reporting Person is the investment manager of each of the Kestrel Fund, LP, the Willet Fund, LP, the CD Fund, LP, the Mallard Fund, LP, the Yellow Warbler, LP and Redbird Life Sciences Partners. 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.

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.