FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
REATA PHARMACEUTICALS INC [ RETA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/18/2016 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Class A Common Stock | 08/18/2016 | W | V | 7,886 | D | $0.00 | 0 | D(2) | ||
Class A Common Stock | 08/18/2016 | W | V | 7,886 | A | $0.00 | 7,886 | D(2) | ||
Class A Common Stock | 11,618 | D(3) | ||||||||
Class A Common Stock | 168,720 | I | See Footnote(4) | |||||||
Class A Common Stock | 1,426 | D(5) | ||||||||
Class A Common Stock | 29 | I | See Footnote(6) | |||||||
Class A Common Stock | 20 | I | By trust(7) | |||||||
Class A Common Stock | 45 | I | By trust(8) | |||||||
Class A Common Stock | 957,000 | I | By Puffin(9) | |||||||
Class A Common Stock | 143,000 | I | By Montrose(10) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Class B Common Stock | (1) | 08/18/2016 | W | V | 87,776 | (1) | (1) | Class A Common Stock | (1) | $0.00 | 0 | D(2) | |||
Class B Common Stock | (1) | 08/18/2016 | W | V | 87,776 | (1) | (1) | Class A Common Stock | (1) | $0.00 | 87,776 | D(2) | |||
Class B Common Stock | (1) | (1) | (1) | Class A Common Stock | (1) | 129,308 | D(3) | ||||||||
Class B Common Stock | (1) | (1) | (1) | Class A Common Stock | (1) | 1,877,998 | I | See Footnote(4) | |||||||
Class B Common Stock | (1) | (1) | (1) | Class A Common Stock | (1) | 15,869 | D(5) | ||||||||
Class B Common Stock | (1) | (1) | (1) | Class A Common Stock | (1) | 313 | I | See Footnote(6) | |||||||
Class B Common Stock | (1) | (1) | (1) | Class A Common Stock | (1) | 215 | I | By trust(7) | |||||||
Class B Common Stock | (1) | (1) | (1) | Class A Common Stock | (1) | 492 | I | By trust(8) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. The 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. |
2. Following 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. |
3. These shares are owned directly by William E. Rose, a director of the issuer. |
4. These 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. |
5. These shares are owned directly by Charles E. Gale. |
6. These shares are owned directly by the Charles E. Gale Fidelity Rollover IRA and indirectly by Charles E. Gale. |
7. These shares are owned indirectly by William E. Rose, a director of the issuer, as co-trustee of the Charles Henry Rose 2001 Trust. |
8. These shares are owned indirectly by William E. Rose, a director of the issuer, as co-trustee of the John William Rose 2002 Trust. |
9. These 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. |
10. These 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. |
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. |
/s/ Charles E. Gale, Attorney-In-Fact for William E. Rose | 08/18/2016 | |
/s/ Charles E. Gale, Attorney-In-Fact for Evelyn P. Rose | 08/18/2016 | |
/s/ Charles E. Gale, Executor (Edward W. Rose Fidelity Rollover IRA) | 08/18/2016 | |
/s/ Charles E. Gale, Attorney-In-Fact for Evelyn P. Rose Fidelity Rollover IRA | 08/18/2016 | |
/s/ Charles E. Gale | 08/18/2016 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |