Sec Form 4 Filing - Desai Antal Rohit @ REATA PHARMACEUTICALS INC - 2023-09-26

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Desai Antal Rohit
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)
(Last) (First) (Middle)
4215 WEST LOVERS LN., STE 100
3. Date of Earliest Transaction (MM/DD/YY)
09/26/2023
(Street)
DALLAS, TX75209
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 09/26/2023 D 31,467 D 0 I ( 1 ) ( 3 ) By The 2:22 DNA Trust ( 1 ) ( 3 )
Class A common stock 09/26/2023 D 113 D 0 I ( 2 ) ( 3 ) By CPMG, Inc. ( 2 ) ( 3 )
Class A common stock 09/26/2023 D 116,512 D 0 I ( 2 ) ( 3 ) By Nighthawk Partners, LP ( 2 ) ( 3 )
Class A common stock 09/26/2023 D 282,246 D 0 I ( 2 ) ( 3 ) By Willet Fund, LP ( 2 ) ( 3 )
Class A common stock 09/26/2023 D 137,962 D 0 I ( 2 ) ( 3 ) By Killdeer Fund, LP ( 2 ) ( 3 )
Class A common stock 09/26/2023 D 5,464 D 0 I ( 2 ) ( 3 ) By Elepaio Partners, LP ( 2 ) ( 3 )
Class A common stock 09/26/2023 D 44,200 D 0 I ( 2 ) ( 3 ) By Barred Owl Partners, LP ( 2 ) ( 3 )
Class A common stock 09/26/2023 D 34,897 D 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 0 I ( 2 ) ( 3 ) By Gallopavo, LP ( 2 ) ( 3 )
Class A common stock 09/26/2023 D 748,253 D 0 I ( 2 ) ( 3 ) By Roadrunner Fund, LP ( 2 ) ( 3 )
Class A common stock 09/26/2023 D 431,155 D 0 I ( 2 ) ( 3 ) By Yellow Warbler, LP ( 2 ) ( 3 )
Class A common stock 09/26/2023 D 109,415 D 0 I ( 2 ) ( 3 ) By Mallard Fund, LP ( 2 ) ( 3 )
Class A common stock 09/26/2023 D 37,909 D 0 I ( 2 ) ( 3 ) By Crested Crane, LP ( 2 ) ( 3 )
Class A common stock 09/26/2023 D 334,740 D 0 I ( 2 ) ( 3 ) By Sandpiper Fund, LP ( 2 ) ( 3 )
Class A common stock 09/26/2023 D 160,265 D 0 I ( 2 ) ( 3 ) By Kestrel Fund, LP( ( 2 ) ( 3 )
Class A common stock 09/26/2023 D 11,076 D 0 I ( 2 ) ( 3 ) By CD Fund, LP ( 2 ) ( 3 )
Class A common stock 09/26/2023 D 134 D 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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 ( 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 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Desai Antal Rohit
4215 WEST LOVERS LN., STE 100
DALLAS, TX75209
X X
CPMG Inc
4215 WEST LOVERS LN., STE 100
DALLAS, TX75209
X X
Signatures
/s/ Antal Rohit Desai 09/28/2023
Signature of Reporting Person Date
/s/ John Bateman, Chief Operating Officer of CPMG, Inc. 09/28/2023
Signature of Reporting Person Date
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.

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.