SEC Form 4 · accession 0001140361-16-068153

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 1, 2016

Accepted (ET)

Jun 1, 2016 · 9:05 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	25,004	—	A	25,004	D
Class A common stock^F1,F2,F13	Jun 1, 2016	C	4,591	—	A	4,591	I	By Lagos Trust
Class A common stock^F1,F3,F13	Jun 1, 2016	C	280	—	A	280	I	By Traweek Children's Trust
Class A common stock^F1,F4,F13	Jun 1, 2016	C	2,739	—	A	2,739	I	See footnote
Class A common stock^F1,F5,F13	Jun 1, 2016	C	110,969	—	A	110,969	I	See footnote
Class A common stock^{F12,F6,F5,F13}	Jun 1, 2016	P	56,739	$11.4261	A	167,708	I	See footnote
Class A common stock^{F12,F7,F5,F13}	Jun 1, 2016	P	127,691	$12.7644	A	295,399	I	See footnote
Class A common stock^{F12,F8,F5,F13}	Jun 1, 2016	P	8,233	$13.2169	A	303,632	I	See footnote
Class A common stock^{F12,F9,F5,F13}	Jun 1, 2016	P	28,797	$13.2649	A	332,429	I	See footnote
Class A common stock^{F12,F10,F5,F13}	Jun 1, 2016	P	6,203	$14.2219	A	338,632	I	See footnote
Class A common stock^{F12,F11,F5,F13}	Jun 1, 2016	P	23,890	$14.1062	A	362,522	I	See footnote

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	25,004	D	—	—	Class A common stock	25,004	278,309	D
Class B common stock^F2,F13,F1	—	Jun 1, 2016	C	4,591	D	—	—	Class A common stock	4,591	51,095	I
Class B common stock^F3,F13,F1	—	Jun 1, 2016	C	280	D	—	—	Class A common stock	280	3,109	I
Class B common stock^F4,F13,F1	—	Jun 1, 2016	C	2,739	D	—	—	Class A common stock	2,739	30,478	I
Class B common stock^F5,F13,F1	—	Jun 1, 2016	C	110,969	D	—	—	Class A common stock	110,969	1,235,146	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.
F10This 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.
F11This 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.
F12Due 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.
F13The 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.
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 A common stock and Class B common stock are held in various funds for which CPMG, Inc. serves as investment manager. The Reporting Person is a co-director and co-shareholder of CPMG, Inc.
F6This 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 (6) through (11) to this Form 4.
F7This 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.
F8This 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.
F9This 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.