Statement of Changes in Beneficial Ownership (4)
November 14 2018 - 4:32PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
ROSE WILLIAM
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2. Issuer Name
and
Ticker or Trading Symbol
REATA PHARMACEUTICALS INC
[
RETA
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
__
X
__ 10% Owner
_____ Officer (give title below)
__
X
__ Other (specify below)
Member of 10% owner group
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(Last)
(First)
(Middle)
3963 MAPLE AVENUE, SUITE 200
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3. Date of Earliest Transaction
(MM/DD/YYYY)
11/13/2018
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(Street)
DALLAS, TX 75219
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock
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11/13/2018
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J
(1)
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811546
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D
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$0.00
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0
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I
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By Puffin
(3)
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Class A Common Stock
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11/13/2018
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J
(2)
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811546
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A
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$0.00
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879281
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I
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By trust
(4)
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Class A Common Stock
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11618
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D
(5)
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Class A Common Stock
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7886
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I
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See Footnote
(6)
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Class A Common Stock
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20
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I
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By trust
(7)
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Class A Common Stock
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45
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I
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By trust
(8)
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Class A Common Stock
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13517
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D
(9)
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Class A Common Stock
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29
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I
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See Footnote
(10)
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Class A Common Stock
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180909
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I
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By Montrose
(11)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(1)
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Pro rata distribution of 811, 546 shares of Class A common stock from Puffin Partners, L.P. ("Puffin"), to the Evelyn Potter Rose Survivor's Trust (the "Survivor's Trust"), its limited partner and the beneficial owner of such shares.
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(2)
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Receipt of 811,546 shares of Class A common stock beneficially owned by the Survivor's Trust as a pro rata distribution from Puffin.
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(3)
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These shares were owned directly by 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.
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(4)
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These shares are owned directly by the Survivor's Trust, a ten percent owner of the issuer, for which Charles E. Gale and Evelyn P. Rose serve as co-trustees.
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(5)
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These shares are owned directly by William E. Rose, a director of the issuer.
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(6)
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These shares are owned directly by Evelyn P. Rose Fidelity Rollover IRA and indirectly by Evelyn P. Rose.
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(7)
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These shares are owned indirectly by William E. Rose, a director of the issuer, as co-trustee of the Charles Henry Rose 2001 Trust.
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(8)
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These shares are owned indirectly by William E. Rose, a director of the issuer, as co-trustee of the John William Rose 2002 Trust.
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(9)
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These shares are owned directly by Charles E. Gale.
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(10)
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These shares are owned directly by the Charles E. Gale Fidelity Rollover IRA and indirectly by Charles E. Gale.
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(11)
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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.
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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, Evelyn P. Rose, Evelyn P. Rose Fidelity Rollover IRA, Evelyn Potter Rose Survivor's Trust, 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"). As a result of the transaction reported in this Form 4, Puffin Partners, L.P. and Puffin GP, LLC are exiting the group.
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.
Form 2 of 2.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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ROSE WILLIAM
3963 MAPLE AVENUE, SUITE 200
DALLAS, TX 75219
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X
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X
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Member of 10% owner group
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Charles Henry Rose 2001 Trust
3963 MAPLE AVENUE, SUITE 200
DALLAS, TX 75219
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Member of 10% owner group
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John William Rose 2002 Trust
3963 MAPLE AVENUE, SUITE 200
DALLAS, TX 75219
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Member of 10% owner group
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Signatures
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/s/ Charles E. Gale, Attorney-In-Fact for Charles Henry Rose 2001 Trust
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11/14/2018
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**
Signature of Reporting Person
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Date
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/s/ Charles E. Gale, Attorney-In-Fact for John William Rose 2002 Trust
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11/14/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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