SEC FORM 4

SEC Form 4

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^*

Desai Antal Rohit

(Last)

(First)

(Middle)

4215 WEST LOVERS LN., STE 100

(Street)

DALLAS

75209

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
REATA PHARMACEUTICALS INC [ RETA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/26/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A common stock	09/26/2023		D		31,467	D	⁽⁴⁾	0	I⁽¹⁾⁽³⁾	By The 2:22 DNA Trust⁽¹⁾⁽³⁾
Class A common stock	09/26/2023		D		113	D	⁽⁴⁾	0	I⁽²⁾⁽³⁾	By CPMG, Inc.⁽²⁾⁽³⁾
Class A common stock	09/26/2023		D		116,512	D	⁽⁴⁾	0	I⁽²⁾⁽³⁾	By Nighthawk Partners, LP⁽²⁾⁽³⁾
Class A common stock	09/26/2023		D		282,246	D	⁽⁴⁾	0	I⁽²⁾⁽³⁾	By Willet Fund, LP⁽²⁾⁽³⁾
Class A common stock	09/26/2023		D		137,962	D	⁽⁴⁾	0	I⁽²⁾⁽³⁾	By Killdeer Fund, LP⁽²⁾⁽³⁾
Class A common stock	09/26/2023		D		5,464	D	⁽⁴⁾	0	I⁽²⁾⁽³⁾	By Elepaio Partners, LP⁽²⁾⁽³⁾
Class A common stock	09/26/2023		D		44,200	D	⁽⁴⁾	0	I⁽²⁾⁽³⁾	By Barred Owl Partners, LP⁽²⁾⁽³⁾
Class A common stock	09/26/2023		D		34,897	D	⁽⁴⁾	0	I⁽²⁾⁽³⁾	By Managed Account for Trustees of the University of Pennsylvania⁽²⁾⁽³⁾
Class A common stock	09/26/2023		D		442,560	D	⁽⁴⁾	0	I⁽²⁾⁽³⁾	By Gallopavo, LP⁽²⁾⁽³⁾
Class A common stock	09/26/2023		D		748,253	D	⁽⁴⁾	0	I⁽²⁾⁽³⁾	By Roadrunner Fund, LP⁽²⁾⁽³⁾
Class A common stock	09/26/2023		D		431,155	D	⁽⁴⁾	0	I⁽²⁾⁽³⁾	By Yellow Warbler, LP⁽²⁾⁽³⁾
Class A common stock	09/26/2023		D		109,415	D	⁽⁴⁾	0	I⁽²⁾⁽³⁾	By Mallard Fund, LP⁽²⁾⁽³⁾
Class A common stock	09/26/2023		D		37,909	D	⁽⁴⁾	0	I⁽²⁾⁽³⁾	By Crested Crane, LP⁽²⁾⁽³⁾
Class A common stock	09/26/2023		D		334,740	D	⁽⁴⁾	0	I⁽²⁾⁽³⁾	By Sandpiper Fund, LP⁽²⁾⁽³⁾
Class A common stock	09/26/2023		D		160,265	D	⁽⁴⁾	0	I⁽²⁾⁽³⁾	By Kestrel Fund, LP(⁽²⁾⁽³⁾
Class A common stock	09/26/2023		D		11,076	D	⁽⁴⁾	0	I⁽²⁾⁽³⁾	By CD Fund, LP⁽²⁾⁽³⁾
Class A common stock	09/26/2023		D		134	D	⁽⁴⁾	0	I⁽²⁾⁽³⁾	By Redbird Life Sciences Partners, LP⁽²⁾⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B common stock	⁽⁵⁾	09/26/2023		D			1,251	⁽⁵⁾	⁽⁵⁾	Class A common stock	1,251	⁽⁴⁾	0	I⁽²⁾⁽³⁾	By CPMG, Inc.⁽²⁾⁽³⁾
Class B common stock	⁽⁵⁾	09/26/2023		D			150,186	⁽⁵⁾	⁽⁵⁾	Class A common stock	150,186	⁽⁴⁾	0	I⁽²⁾⁽³⁾	By Mallard Fund, LP⁽²⁾⁽³⁾
Class B common stock	⁽⁵⁾	09/26/2023		D			307,776	⁽⁵⁾	⁽⁵⁾	Class A common stock	307,776	⁽⁴⁾	0	I⁽²⁾⁽³⁾	By Kestrel Fund, LP⁽²⁾⁽³⁾
Class B common stock	⁽⁵⁾	09/26/2023		D			123,279	⁽⁵⁾	⁽⁵⁾	Class A common stock	123,279	⁽⁴⁾	0	I⁽²⁾⁽³⁾	By CD Fund, LP⁽²⁾⁽³⁾
Class B common stock	⁽⁵⁾	09/26/2023		D			1,490	⁽⁵⁾	⁽⁵⁾	Class A common stock	1,490	⁽⁴⁾	0	I⁽²⁾⁽³⁾	By Redbird Life Sciences Partners, LP⁽²⁾⁽³⁾
Class B common stock	⁽⁵⁾	09/26/2023		D			114,946	⁽⁵⁾	⁽⁵⁾	Class A common stock	114,946	⁽⁴⁾	0	I⁽²⁾⁽³⁾	By Willet Fund, LP⁽²⁾⁽³⁾
Class B common stock	⁽⁵⁾	09/26/2023		D			993,929	⁽⁵⁾	⁽⁵⁾	Class A common stock	993,929	⁽⁴⁾	0	I⁽²⁾⁽³⁾	By Yellow Warbler, LP⁽²⁾⁽³⁾

1. Name and Address of Reporting Person^*

Desai Antal Rohit

(Last)

(First)

(Middle)

4215 WEST LOVERS LN., STE 100

(Street)

DALLAS

75209

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

CPMG Inc

(Last)

(First)

(Middle)

4215 WEST LOVERS LN., STE 100

(Street)

DALLAS

75209

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Mr. Desai and his spouse serve as co-trustees of The 2:22 DNA Trust.

2. CPMG, Inc. is the investment manager of each of: Nighthawk Partners, LP; Barred Owl Partners, LP; Killdeer Fund, LP; Crested Crane, LP; Gallopavo, LP; Roadrunner Fund, LP; Sandpiper Fund, LP; Mallard Fund, LP; Yellow Warbler, LP; Kestrel Fund, LP; Willet Fund, LP; Elepaio Partners, LP; CD Fund, LP; Redbird Life Sciences Partners, LP.; a managed account for Trustees of the University of Pennsylvania (collectively, the "Funds"). In such capacity, CPMG, Inc. may be deemed to have voting and investment power over the securities held directly by each of the Funds. Kent McGaughy, Jr. and Antal Desai, each of whom is a shareholder and managing partner of CPMG, Inc., may be deemed to share voting and investment power with respect to the securities held directly by CPMG, Inc. and the Funds. Mr. McGaughy, Jr. reports his beneficial ownership of these securities on a separate Form 4.

3. Each of CPMG, Inc. and Mr. Desai (collectively, the "Reporting Persons") disclaims beneficial ownership of the securities reported herein except to the extent of its and his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose.

4. Pursuant to the Agreement and Plan of Merger, dated July 28, 2023, by and among the Issuer, Biogen Inc. ("Biogen") and River Acquisition, Inc., the Issuer became a wholly-owned subsidiary of Biogen upon consummation of the merger (the "Effective Time"). At the Effective Time, each of the Issuer's outstanding shares of Class A common stock and Class B common stock was canceled and extinguished and automatically converted into the right to receive $172.50 in cash, without interest, less any withholding taxes.

5. The Class B common stock was convertible into Class A common stock on a one-for-one basis at the holder's election at any time. The conversion right of the Class B common stock had no expiration date.

Remarks:

Mr. McGaughy, Jr. serves on the Issuer's Board of Directors (the "Board") as a representative of CPMG, Inc. By virtue of his representation on the Board, for purposes of Section 16 of the Exchange Act, the Reporting Persons may be deemed to be directors of the Issuer by deputization of Mr. McGaughy, Jr.

	/s/ Antal Rohit Desai	09/28/2023
	/s/ John Bateman, Chief Operating Officer of CPMG, Inc.	09/28/2023
	** Signature of Reporting Person	Date
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