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SCHEDULE 13D
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CUSIP No: 75615P103
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Page 2 of 9 Pages
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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CPMG, INC.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Texas
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0 |
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8
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SHARED VOTING POWER
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3,151,788 (1) |
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9
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SOLE DISPOSITIVE POWER
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0 |
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10
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SHARED DISPOSITIVE POWER
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3,151,788 (1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,151,788 (1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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30.9% (2)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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SCHEDULE 13D
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CUSIP No: 75615P103
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Page 3 of 9 Pages
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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R. KENT MCGAUGHY, JR.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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PF, AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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339,919 (1) |
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8
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SHARED VOTING POWER
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3,207,474 (1) |
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9
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SOLE DISPOSITIVE POWER
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306,702 (1) |
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10
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SHARED DISPOSITIVE POWER
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3,240,691 (1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,547,393 (1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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33.6% (2)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN, HC
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SCHEDULE 13D
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CUSIP No: 75615P103
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Page 4 of 9 Pages
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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JAMES W. TRAWEEK, JR.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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PF, AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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249,412 (1) |
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8
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SHARED VOTING POWER
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3,237,383 (1) |
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9
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SOLE DISPOSITIVE POWER
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216,195 (1) |
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10
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SHARED DISPOSITIVE POWER
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3,270,600 (1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,486,795 (1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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33.2% (2)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN, HC
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SCHEDULE 13D
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Page 5 of 9 Pages
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Item 1. | Security and Issuer |
Item 3. |
Source and Amount of Funds or other Consideration
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Item 5. | Interest in Securities of the Issuer |
(A)
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160,265 Shares and 307,776 Shares obtainable upon conversion of Class B Shares held for the account of Kestrel Fund;
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(B)
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280,500 Shares and 12,826 Shares obtainable upon conversion of Class B Shares held for the account of Willet Fund;
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(C)
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11,076 Shares and 123,279 Shares obtainable upon conversion of Class B Shares held for the account of CD Fund;
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(D)
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108,285 Shares and 150,186 Shares obtainable upon conversion of Class B Shares held for the account of Mallard Fund;
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(E)
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333,021 Shares and 638,338 Shares obtainable upon conversion of Class B Shares held for the account of Yellow Warbler;
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(F)
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134 Shares and 1,490 Shares obtainable upon conversion of Class B Shares held for the account of Redbird Life Sciences Partners;
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(G)
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53,269 Shares held for the account of Blackwell Account;
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(H)
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37,689 Shares held for the account of Crested Crane;
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(I)
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63,001 Shares held for the account of Flamingo Fund;
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(J)
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229,122 Shares held for the account of Gallopavo;
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(K)
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307,937 Shares held for the account of Roadrunner Fund;
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SCHEDULE 13D
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Page 6 of 9 Pages
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(L)
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332,230 Shares held for the account of Sandpiper Fund; and
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(M)
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113 Shares and 1,251 Shares obtainable upon conversion of Class B Shares held directly by CPMG.
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(A)
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3,151,788 Shares beneficially owned by CPMG, over which Mr. McGaughy and Mr. Traweek share voting and investment control;
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(B)
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25,004 Shares and 278,309 Shares obtainable upon conversion of Class B Shares held by Mr. McGaughy, over which he has sole voting and investment control;
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(C)
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4,591 Shares and 51,095 Shares obtainable upon conversion of Class B Shares held by Lagos Trust, of which Mr. McGaughy is trustee and has shared voting and investment control with Emily M. McGaughy;
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(D)
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280 Shares and 3,109 Shares obtainable upon conversion of Class B Shares held by Traweek Children’s Trust, of which Mr. McGaughy is trustee and has sole voting and investment control; and
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(E)
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2,739 Shares and 30,478 Shares obtainable upon conversion of Class B Shares held in escrow for a charitable donee by American Stock Transfer & Trust Company, LLC, of which Mr. McGaughy has sole voting control and shared investment control with the donee.
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(A)
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3,151,788 Shares beneficially owned by CPMG, over which Mr. Traweek and Mr. McGaughy share voting and investment control;
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(B)
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35 Shares and 380 Shares obtainable upon conversion of Class B Shares held by Mr. Traweek, over which he has sole voting and investment control;
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(C)
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16,645 Shares and 185,263 Shares obtainable upon conversion of Class B Shares held by JET Land & Cattle Company, Ltd., of which Mr. Traweek is the sole owner of the general partner and has sole voting and investment control;
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(D)
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7,056 Shares and 78,539 Shares obtainable upon conversion of Class B Shares held by 1 Thessalonians 5:18 Trust, of which Mr. Traweek is trustee and has shared voting and investment control with Emily W. Traweek;
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(E)
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572 Shares and 6,364 Shares obtainable upon conversion of Class B Shares held by Esme Grace McGaughy Trust, of which Mr. Traweek is trustee and has sole voting and investment control;
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(F)
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572 Shares and 6,364 Shares obtainable upon conversion of Class B Shares held by Mary Frances McGaughy Trust, of which Mr. Traweek is trustee and has sole voting and investment control; and
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(G)
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2,739 Shares and 30,478 Shares obtainable upon conversion of Class B Shares held in escrow for a charitable donee by American Stock Transfer & Trust Company, LLC, of which Mr. Traweek has sole voting control and shared investment control with the donee.
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SCHEDULE 13D
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Page 7 of 9 Pages
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Item 7. |
Material to be Filed as Exhibits.
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SCHEDULE 13D
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Page 8 of 9 Pages
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CPMG, INC.
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By:
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/s/ John Bateman
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Name: John Bateman | |||
Title: Chief Operating Officer | |||
R. KENT MCGAUGHY, JR.
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/s/ R. Kent McGaughy, Jr.
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JAMES W. TRAWEEK, JR.
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/s/ James W. Traweek, Jr.
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SCHEDULE 13D
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Page 9 of 9 Pages
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Name of Account
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Date of Transaction
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Nature of Transaction
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Quantity of Shares
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Price per Share
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Willet Fund, LP
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December 14, 2016
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Open Market
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670
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$21.3651 (1)
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Flamingo Fund, LP
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December 14, 2016
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Open Market
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270
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$21.3651 (1)
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Gallopavo, LP
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December 14, 2016
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Open Market
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1,000
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$21.3651 (1)
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Roadrunner Fund, LP
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December 14, 2016
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Open Market
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2,810
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$21.3651 (1)
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Sandpiper Fund, LP
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December 14, 2016
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Open Market
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1,439
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$21.3651 (1)
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Willet Fund, LP
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December 15, 2016
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Open Market
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321
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$22.0498 (2)
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Flamingo Fund, LP
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December 15, 2016
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Open Market
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110
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$22.0498 (2)
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Gallopavo, LP
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December 15, 2016
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Open Market
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400
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$22.0498 (2)
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Roadrunner Fund, LP
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December 15, 2016
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Open Market
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1,290
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$22.0498 (2)
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Sandpiper Fund, LP
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December 15, 2016
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Open Market
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579
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$22.0498 (2)
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Willet Fund, LP
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December 16, 2016
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Open Market
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20,033
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$22.9909 (3)
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Crested Crane, LP
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December 16, 2016
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Open Market
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1,330
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$22.9909 (3)
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Flamingo Fund, LP
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December 16, 2016
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Open Market
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7,990
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$22.9909 (3)
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Gallopavo, LP
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December 16, 2016
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Open Market
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29,040
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$22.9909 (3)
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Roadrunner Fund, LP
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December 16, 2016
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Open Market
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64,250
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$22.9909 (3)
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Sandpiper Fund, LP
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December 16, 2016
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Open Market
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42,110
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$22.9909 (3)
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