0000899243-16-020918.txt : 20160525 0000899243-16-020918.hdr.sgml : 20160525 20160525170045 ACCESSION NUMBER: 0000899243-16-020918 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20160525 FILED AS OF DATE: 20160525 DATE AS OF CHANGE: 20160525 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: REATA PHARMACEUTICALS INC CENTRAL INDEX KEY: 0001358762 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 113651945 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2801 GATEWAY DRIVE SUITE 150 CITY: IRVING STATE: TX ZIP: 75063 BUSINESS PHONE: 972-865-2206 MAIL ADDRESS: STREET 1: 2801 GATEWAY DRIVE SUITE 150 CITY: IRVING STATE: TX ZIP: 75063 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: John William Rose 2002 Trust CENTRAL INDEX KEY: 0001675060 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37785 FILM NUMBER: 161675283 BUSINESS ADDRESS: STREET 1: C/O CARDINAL INVESTMENT COMPANY, INC. STREET 2: 3963 MAPLE AVENUE, SUITE 200 CITY: DALLAS STATE: TX ZIP: 75219 BUSINESS PHONE: (214) 871-6809 MAIL ADDRESS: STREET 1: C/O CARDINAL INVESTMENT COMPANY, INC. STREET 2: 3963 MAPLE AVENUE, SUITE 200 CITY: DALLAS STATE: TX ZIP: 75219 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Charles E. Gale Fidelity Rollover IRA CENTRAL INDEX KEY: 0001675112 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37785 FILM NUMBER: 161675285 BUSINESS ADDRESS: STREET 1: C/O CARDINAL INVESTMENT COMPANY, INC. STREET 2: 3963 MAPLE AVENUE, SUITE 200 CITY: DALLAS STATE: TX ZIP: 75219 BUSINESS PHONE: (214) 871-6809 MAIL ADDRESS: STREET 1: C/O CARDINAL INVESTMENT COMPANY, INC. STREET 2: 3963 MAPLE AVENUE, SUITE 200 CITY: DALLAS STATE: TX ZIP: 75219 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Gale Charles E. CENTRAL INDEX KEY: 0001675029 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37785 FILM NUMBER: 161675286 MAIL ADDRESS: STREET 1: C/O CARDINAL INVESTMENT COMPANY, INC. STREET 2: 3963 MAPLE AVENUE, SUITE 200 CITY: DALLAS STATE: TX ZIP: 75219 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Rose Evelyn P. CENTRAL INDEX KEY: 0001675064 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37785 FILM NUMBER: 161675288 MAIL ADDRESS: STREET 1: C/O CARDINAL INVESTMENT COMPANY, INC. STREET 2: 3963 MAPLE AVENUE, SUITE 200 CITY: DALLAS STATE: TX ZIP: 75219 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Edward W. Rose Fidelity Rollover IRA CENTRAL INDEX KEY: 0001675048 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37785 FILM NUMBER: 161675287 BUSINESS ADDRESS: STREET 1: C/O CARDINAL INVESTMENT COMPANY, INC. STREET 2: 3963 MAPLE AVENUE, SUITE 200 CITY: DALLAS STATE: TX ZIP: 75219 BUSINESS PHONE: (214) 871-6809 MAIL ADDRESS: STREET 1: C/O CARDINAL INVESTMENT COMPANY, INC. STREET 2: 3963 MAPLE AVENUE, SUITE 200 CITY: DALLAS STATE: TX ZIP: 75219 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Charles Henry Rose 2001 Trust CENTRAL INDEX KEY: 0001675105 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37785 FILM NUMBER: 161675284 BUSINESS ADDRESS: STREET 1: C/O CARDINAL INVESTMENT COMPANY, INC. STREET 2: 3963 MAPLE AVENUE, SUITE 200 CITY: DALLAS STATE: TX ZIP: 75219 BUSINESS PHONE: (214) 871-6809 MAIL ADDRESS: STREET 1: C/O CARDINAL INVESTMENT COMPANY, INC. STREET 2: 3963 MAPLE AVENUE, SUITE 200 CITY: DALLAS STATE: TX ZIP: 75219 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ROSE WILLIAM CENTRAL INDEX KEY: 0001193284 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37785 FILM NUMBER: 161675290 MAIL ADDRESS: STREET 1: 300 CRESCENT COURT STREET 2: SUITE 700 CITY: DALLAS STATE: TX ZIP: 75201 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Estate of Edward W. Rose III CENTRAL INDEX KEY: 0001675056 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37785 FILM NUMBER: 161675289 BUSINESS ADDRESS: STREET 1: C/O CARDINAL INVESTMENT COMPANY, INC. STREET 2: 3963 MAPLE AVENUE, SUITE 200 CITY: DALLAS STATE: TX ZIP: 75219 BUSINESS PHONE: (214) 871-6809 MAIL ADDRESS: STREET 1: C/O CARDINAL INVESTMENT COMPANY, INC. STREET 2: 3963 MAPLE AVENUE, SUITE 200 CITY: DALLAS STATE: TX ZIP: 75219 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2016-05-25 0 0001358762 REATA PHARMACEUTICALS INC RETA 0001193284 ROSE WILLIAM 3963 MAPLE AVENUE, SUITE 200 DALLAS TX 75219 1 0 1 1 Member of a 10% owner group 0001675056 Estate of Edward W. Rose III 3963 MAPLE AVENUE, SUITE 200 DALLAS TX 75219 0 0 1 1 Member of a 10% owner group 0001675064 Rose Evelyn P. 3963 MAPLE AVENUE, SUITE 200 DALLAS TX 75219 0 0 0 1 Member of a 10% owner group 0001675048 Edward W. Rose Fidelity Rollover IRA 3963 MAPLE AVENUE, SUITE 200 DALLAS TX 75219 0 0 0 1 Member of a 10% owner group 0001675029 Gale Charles E. 3963 MAPLE AVENUE, SUITE 200 DALLAS TX 75219 0 0 1 1 Member of a 10% owner group 0001675112 Charles E. Gale Fidelity Rollover IRA 3963 MAPLE AVENUE, SUITE 200 DALLAS TX 75219 0 0 0 1 Member of a 10% owner group 0001675105 Charles Henry Rose 2001 Trust 3963 MAPLE AVENUE, SUITE 200 DALLAS TX 75219 0 0 0 1 Member of a 10% owner group 0001675060 John William Rose 2002 Trust 3963 MAPLE AVENUE, SUITE 200 DALLAS TX 75219 0 0 0 1 Member of a 10% owner group Class B common stock Class A common stock 140926 D Class B common stock Class A common stock 2046718 D Class B common stock Class A common stock 95662 D Class B common stock Class A common stock 17295 D Class B common stock Class A common stock 342 D Class B common stock Class A common stock 235 I By trust Class B common stock Class A common stock 537 I By trust 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. These shares are owned directly by William E. Rose, a director of the issuer. 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. These shares are owned directly by the Edward W. Rose Fidelity Rollover IRA and indirectly by Evelyn P. Rose.. These shares are owned directly by Charles E. Gale. These shares are owned directly by Charles E. Gale Fidelity Rollover IRA, and indirectly by Charles E. Gale. These shares are owned indirectly by William E. Rose, a director of the issuer, as co-trustee of the Charles Henry Rose 2001 Trust. These shares are owned indirectly by William E. Rose, a director of the issuer, as co-trustee of the John William Rose 2002 Trust. Each Reporting Owner disclaims beneficial ownership of the reporting securities in excess of their pecuniary interests herein. Exhibit List: Exhibit 24.1 - Power of Attorney (William E. Rose) Exhibit 24.2 - Power of Attorney (Evelyn P. Rose) /s/ Charles E. Gale, Attorney-In-Fact for William E. Rose 2016-05-25 /s/ Charles E. Gale, Executor 2016-05-25 /s/ Charles E. Gale, Attorney-In-Fact for Evelyn P. Rose 2016-05-25 /s/ Charles E. Gale, Executor 2016-05-25 /s/ Charles E. Gale 2016-05-25 /s/ Charles E. Gale, Authorized Signatory for Charles E. Gale Fidelity Rollover IRA 2016-05-25 /s/ Charles E. Gale, Attorney-In-Fact for Charles Henry Rose 2001 Trust 2016-05-25 /s/ Charles E. Gale, Attorney-In-Fact for John William Rose 2002 Trust 2016-05-25 EX-24.1 2 attachment1.htm EX-24.1 DOCUMENT
                         POWER OF ATTORNEY FOR EXECUTING
                  FORM ID, FORM 3, FORM 4 AND FORM 5, FORM 144
                            AND SCHEDULE 13D AND 13G

     Know all by these present, that each of the undersigned hereby makes,
constitutes and appoints Charles E. Gale as such undersigned's true and lawful
attorney-in-fact, with full power and authority as hereinafter described on
behalf of and in the name, place and stead of such undersigned to:

     (1)  prepare, execute and submit, in the undersigned's name and on the
          undersigned's behalf, to the U.S. Securities and Exchange Commission
          (the "SEC") a Form ID, including amendments thereto, and any other
          documents necessary or appropriate to obtain codes and passwords
          enabling the undersigned to make electronic filings with the SEC of
          the reports referenced in clause (2) below;

     (2)  execute for and on behalf of the undersigned, (a) any Form 3, Form 4
          and Form 5 (including amendments thereto) in accordance with Section
          16(a) of the Securities Exchange Act of 1934 (the "Exchange Act"), (b)
          Form 144 and (c) Schedule 13D and Schedule 13G (including amendments
          thereto) in accordance with Sections 13(d) and 13(g) of the Exchange
          Act, but only to the extent each form or schedule relates to the
          undersigned's beneficial ownership of securities of Reata
          Pharmaceuticals, Inc. (the "Company");

     (3)  do and perform any and all acts for and on behalf of the undersigned
          which may be necessary or desirable to complete and execute any Form
          ID, Form 3, Form 4, Form 5, Form 144, Schedule 13D or Schedule 13G,
          complete and execute any amendment or amendments thereto, and timely
          file such form with the SEC and any stock exchange or similar
          authority; and

     (4)  take any other action of any type whatsoever in connection with the
          foregoing which, in the opinion of the attorney-in-fact, may be of
          benefit to, in the best interest of, or legally required by, the
          undersigned, it being understood that the documents executed by the
          attorney-in-fact on behalf of the undersigned pursuant to this Power
          of Attorney shall be in such form and shall contain such terms and
          conditions as the attorney-in-fact may approve in the
          attorney-in-fact's discretion.

     Each of the undersigned acknowledges that:

     (1)  this Power of Attorney authorizes, but does not require, the
          attorney-in-fact to act in his discretion on information provided to
          the attorney-in-fact without independent verification of such
          information;

     (2)  any documents prepared and/or executed by the attorney-in-fact on
          behalf of the undersigned pursuant to this Power of Attorney will be
          in such form and will contain such information and disclosure as the
          attorney-in-fact, in his discretion, deems necessary or desirable;

     (3)  neither the Company nor the attorney-in-fact assume (i) any liability
          for the undersigned's responsibility to comply with the requirement of
          the Exchange Act, (ii) any liability of the undersigned for any
          failure to comply with such requirements, or (iii) any obligation or
          liability of the undersigned for profit disgorgement under Section
          16(b) of the Exchange Act; and

     (4)  this Power of Attorney does not relieve the undersigned from
          responsibility for compliance with the undersigned's obligations under
          the Exchange Act, including without limitation the reporting
          requirements under Section 16 of the Exchange Act.

     Each of the undersigned hereby gives and grants the foregoing
attorney-in-fact full power and authority to do and perform all and every act
and thing whatsoever requisite, necessary or appropriate to be done in and about
the foregoing matters as fully as such undersigned might or could do if present,
hereby ratifying all that such attorney-in-fact of, for and on behalf of such
undersigned, shall lawfully do or cause to be done by virtue of this Limited
Power of Attorney.

     This Power of Attorney shall remain in full force and effect until each of
the undersigned is no longer required to file any of Form ID, Form 3, Form 4,
Form 5, Form 144, Schedule 13D and Schedule 13G (including any amendments
thereto) with respect to the undersigned's holdings of and transactions in
securities issued by the Company, unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing attorney-in-fact.

     IN WITNESS WHEREOF, each of the undersigned has caused this Power of
Attorney to be executed as of this 17th day of May, 2016.

                                        By: /s/ William E. Rose
                                            ------------------------------------
                                            William E. Rose

                                        John William Rose 2002 Trust

                                        By: /s/ William E. Rose
                                            ------------------------------------
                                            William E. Rose
                                            Co-Trustee

                                        Charles Henry Rose 2001 Trust

                                        By: /s/ William E. Rose
                                            ------------------------------------
                                            William E. Rose
                                            Co-Trustee

                                        Montrose Investments I, L.P.

                                        By: Montrose Investments GP, LLC, its
                                            general partner

                                        /s/ William E. Rose
                                        ----------------------------------------
                                        William E. Rose, Manager

                                        Montrose Investments GP, LLC

                                        By: /s/ William E. Rose
                                            ------------------------------------
                                            William E. Rose, Manager
EX-24.2 3 attachment2.htm EX-24.2 DOCUMENT
                         POWER OF ATTORNEY FOR EXECUTING
                  FORM ID, FORM 3, FORM 4 AND FORM 5, FORM 144
                            AND SCHEDULE 13D AND 13G

     Know all by these present, that each of the undersigned hereby makes,
constitutes and appoints Charles E. Gale as such undersigned's true and lawful
attorney-in-fact, with full power and authority as hereinafter described on
behalf of and in the name, place and stead of such undersigned to:

     (1)  prepare, execute and submit, in the undersigned's name and on the
          undersigned's behalf, to the U.S. Securities and Exchange Commission
          (the "SEC") a Form ID, including amendments thereto, and any other
          documents necessary or appropriate to obtain codes and passwords
          enabling the undersigned to make electronic filings with the SEC of
          the reports referenced in clause (2) below;

     (2)  execute for and on behalf of the undersigned, (a) any Form 3, Form 4
          and Form 5 (including amendments thereto) in accordance with Section
          16(a) of the Securities Exchange Act of 1934 (the "Exchange Act"), (b)
          Form 144 and (c) Schedule 13D and Schedule 13G (including amendments
          thereto) in accordance with Sections 13(d) and 13(g) of the Exchange
          Act, but only to the extent each form or schedule relates to the
          undersigned's beneficial ownership of securities of Reata
          Pharmaceuticals, Inc. (the "Company");

     (3)  do and perform any and all acts for and on behalf of the undersigned
          which may be necessary or desirable to complete and execute any Form
          ID, Form 3, Form 4, Form 5, Form 144, Schedule 13D or Schedule 13G,
          complete and execute any amendment or amendments thereto, and timely
          file such form with the SEC and any stock exchange or similar
          authority; and

     (4)  take any other action of any type whatsoever in connection with the
          foregoing which, in the opinion of the attorney-in-fact, may be of
          benefit to, in the best interest of, or legally required by, the
          undersigned, it being understood that the documents executed by the
          attorney-in-fact on behalf of the undersigned pursuant to this Power
          of Attorney shall be in such form and shall contain such terms and
          conditions as the attorney-in-fact may approve in the
          attorney-in-fact's discretion.

     Each of the undersigned acknowledges that:

     (1)  this Power of Attorney authorizes, but does not require, the
          attorney-in-fact to act in his discretion on information provided to
          the attorney-in-fact without independent verification of such
          information;

     (2)  any documents prepared and/or executed by the attorney-in-fact on
          behalf of the undersigned pursuant to this Power of Attorney will be
          in such form and will contain such information and disclosure as the
          attorney-in-fact, in his discretion, deems necessary or desirable;

     (3)  neither the Company nor the attorney-in-fact assume (i) any liability
          for the undersigned's responsibility to comply with the requirement of
          the Exchange Act, (ii) any liability of the undersigned for any
          failure to comply with such requirements, or (iii) any obligation or
          liability of the undersigned for profit disgorgement under Section
          16(b) of the Exchange Act; and

     (4)  this Power of Attorney does not relieve the undersigned from
          responsibility for compliance with the undersigned's obligations under
          the Exchange Act, including without limitation the reporting
          requirements under Section 16 of the Exchange Act.

     Each of the undersigned hereby gives and grants the foregoing
attorney-in-fact full power and authority to do and perform all and every act
and thing whatsoever requisite, necessary or appropriate to be done in and about
the foregoing matters as fully as such undersigned might or could do if present,
hereby ratifying all that such attorney-in-fact of, for and on behalf of such
undersigned, shall lawfully do or cause to be done by virtue of this Limited
Power of Attorney.

     This Power of Attorney shall remain in full force and effect until each of
the undersigned is no longer required to file any of Form ID, Form 3, Form 4,
Form 5, Form 144, Schedule 13D and Schedule 13G (including any amendments
thereto) with respect to the undersigned's holdings of and transactions in
securities issued by the Company, unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing attorney-in-fact.

     IN WITNESS WHEREOF, each of the undersigned has caused this Power of
Attorney to be executed as of this 17th day of May, 2016.

                                        By: /s/ Evelyn P. Rose
                                            ------------------------------------
                                            Evelyn P. Rose

                                        Evelyn P. Rose Fidelity Rollover IRA

                                        /s/ Evelyn P. Rose
                                        ----------------------------------------
                                        By: Evelyn P. Rose, Authorized Signatory