Filing Details
- Accession Number:
- 0001193125-17-365070
- Form Type:
- 13D Filing
- Publication Date:
- 2017-12-08 17:24:32
- Filed By:
- Rose William
- Company:
- Reata Pharmaceuticals Inc (NASDAQ:RETA)
- Filing Date:
- 2017-12-08
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| William E. Rose | 150,916 | 993,227 | 150,916 | 993,227 | 1,242,037 | 6.6% |
| Evelyn P. Rose | 0 | 2,041,395 | 0 | 2,041,395 | 2,041,395 | 9.9% |
| Estate of Edward W. Rose III | 0 | 0 | 0 | 0 | 0 | 0.0% |
| Evelyn P. Rose SEP IRA | 0 | 95,662 | 0 | 95,662 | 95,662 | 0.5% |
| Evelyn Potter Rose Survivor 146 s Trust | 0 | 1,945,733 | 0 | 1,945,733 | 1,945,733 | 9.5% |
| Charles Henry Rose | 0 | 235 | 0 | 235 | 235 | 0.001% |
| John William Rose | 0 | 537 | 0 | 537 | 537 | 0.003% |
| Charles E. Gale | 29,386 | 2,757,621 | 29,386 | 2,757,621 | 2,787,007 | 13.6% |
| Charles E. Gale Fidelity Rollover IRA | 0 | 342 | 0 | 342 | 342 | 0.002% |
| Puffin Partners | 0 | 811,546 | 0 | 811,546 | 811,546 | 4.4% |
| Puffin GP | 0 | 811,546 | 0 | 811,546 | 811,546 | 4.4% |
| Montrose Investments I | 0 | 180,909 | 0 | 180,909 | 180,909 | 1.0% |
| Montrose Investments GP | 0 | 180,909 | 0 | 180,909 | 180,909 | 1.0% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 7)
[Rule 13d-101]
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a)
REATA PHARMACEUTICALS, INC.
(Name of Issuer)
CLASS A COMMON STOCK, $.001 PAR VALUE
(Title of Class of Securities)
75615P 103
(CUSIP Number)
WILLIAM E. ROSE
C/O CARDINAL INVESTMENT COMPANY, INC.
3963 MAPLE AVENUE, SUITE 200
DALLAS, TEXAS 75219
(214) 871-6809
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
December 7, 2017
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note. Schedules filed in paper format shall include a signed original and five copes of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 1 | NAMES OF REPORTING PERSONS
William E. Rose | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (see instructions)
PF, AF | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
150,916 (a) | ||||
| 8 | SHARED VOTING POWER
993,227 (b)(c)(d)(e) | |||||
| 9 | SOLE DISPOSITIVE POWER
150,916 (a) | |||||
| 10 | SHARED DISPOSITIVE POWER
993,227 (b)(c)(d)(e) | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,242,037 (a)(b)(c)(d)(e)(f) | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.6% | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
IN | |||||
| (a) | Includes (i) 11,618 shares of Class A common stock, par value $0.001 per share (Class A Common Stock) of Reata Pharmaceuticals, Inc. (Reata); (ii) 129,308 shares of Class B common stock, par value $0.001 per share (Class B Common Stock) of Reata, and (iii) 12,222 shares of Class B Common Stock issuable pursuant to stock options exercisable within 60 days of the date hereof, which Class B Common Stock may be converted at any time into Class A Common Stock, each held directly by William E. Rose (Mr. Rose) over which he exercises sole voting and dispositive power. |
| (b) | Includes 180,909 shares of Class A Common Stock which Mr. Rose may be deemed to beneficially own through Montrose Investments I, L.P. (Montrose L.P.) as the sole member and sole manager of Montrose Investments GP, LLC (Montrose GP). |
| (c) | Includes (i) 20 shares of Class A Common Stock and (ii) 215 shares of Class B Common Stock held by the Charles Henry Rose 2001 Trust over which Mr. Rose is co-trustee and over which he may be deemed to have shared voting and dispositive power with Catherine Marcus. |
| (d) | Includes (i) 45 shares of Class A Common Stock and (ii) 492 shares of Class B Common Stock held by the John William Rose 2002 Trust over which Mr. Rose is co-trustee and over which he may be deemed to have shared voting and dispositive power with Catherine Marcus. |
| (e) | Includes 811,546 shares of Class A Common Stock held by Puffin Partners, L.P. (Puffin Partners) which Mr. Rose may be deemed to beneficially own as a co-manager of Puffin GP, LLC (Puffin GP), the general partner of Puffin Partners. Mr. Rose and Charles E. Gale (Mr. Gale) are co-managers of Puffin GP and may be deemed to share voting and dispositive power over Puffin Partners. |
| (f) | Includes (i) 7,886 shares of Class A Common Stock and (ii) 87,776 shares of Class B Common Stock held by the Evelyn P. Rose SEP IRA (Rose IRA) as a result of a transfer from the Evelyn P. Rose Fidelity Rollover IRA on November 15, 2017, which Mr. Rose may be deemed to beneficially own as a member of a stockholder group which includes the Evelyn P. Rose (Mrs. Rose) and Mr. Gale. |
Page 2 of 31 Pages
| 1 | NAMES OF REPORTING PERSONS
Evelyn P. Rose | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (see instructions)
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
2,041,395(a)(b) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
2,041,395(a)(b) | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,041,395(a)(b) | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9% | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
IN | |||||
| (a) | Includes (i) 7,886 shares of Class A Common Stock and (ii) 87,776 shares of Class B Common Stock held for the benefit of Mrs. Rose by the Rose IRA as a result of a transfer from the Evelyn P. Rose Fidelity Rollover IRA on November 15, 2017. |
| (b) | Includes (i) 67,735 shares of Class A Common Stock and (ii) 1,877,998 of Class B Common Stock held directly by the Evelyn Potter Rose Survivors Trust (the Survivors Trust) for which Mrs. Rose and Mr. Gale serve as co- trustees and over which Mrs. Rose may be deemed to have shared voting and dispositive power. |
Page 3 of 31 Pages
| 1 | NAMES OF REPORTING PERSONS
Estate of Edward W. Rose III | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (see instructions)
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Texas | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0* | ||||
| 8 | SHARED VOTING POWER
0* | |||||
| 9 | SOLE DISPOSITIVE POWER
0* | |||||
| 10 | SHARED DISPOSITIVE POWER
0* | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0* | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%* | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
OO | |||||
| * | See Item 4 |
Page 4 of 31 Pages
| 1 | NAMES OF REPORTING PERSONS
Evelyn P. Rose SEP IRA | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (see instructions)
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Texas | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
95,662(a) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
95,662(a) | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
95,662 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5% | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
OO | |||||
| (a) | Includes (i) 7,886 shares of Class A Common Stock and (ii) 87,776 of Class B Common Stock held directly by the Rose IRA as a result of a transfer from the Evelyn P. Rose Fidelity Rollover IRA on November 15, 2017. |
Page 5 of 31 Pages
| 1 | NAMES OF REPORTING PERSONS
Evelyn Potter Rose Survivors Trust | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (see instructions)
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Texas | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
1,945,733(a) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
1,945,733 (a) | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,945,733(a) | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.5% | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
OO | |||||
| (a) | Includes (i) 67,735 shares of Class A Common Stock and (ii) 1,877,998 of Class B Common Stock held directly by the Survivors Trust, for which Mrs. Rose and Mr. Gale serve as co- trustees and over which Mrs. Rose may be deemed to have shared voting and dispositive power. |
Page 6 of 31 Pages
| 1 | NAMES OF REPORTING PERSONS
Charles Henry Rose 2001 Trust | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (see instructions)
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Texas | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
235(a) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
235(a) | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
235 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.001% | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
OO | |||||
| (a) | Includes (i) 20 shares of Class A Common Stock and (ii) 215 shares of Class B Common Stock held by the Charles Henry Rose 2001 Trust over which Mr. Rose is co-trustee and over which he may be deemed to have shared voting and dispositive power with Catherine Marcus. |
Page 7 of 31 Pages
| 1 | NAMES OF REPORTING PERSONS
John William Rose 2002 Trust | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (see instructions)
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Texas | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
537(a) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
537(a) | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
537 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.003% | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
OO | |||||
| (a) | Includes (i) 45 shares of Class A Common Stock and (ii) 492 shares of Class B Common Stock held by the John William Rose 2002 Trust over which Mr. Rose is co-trustee and over which he may be deemed to have shared voting and dispositive powers with Catherine Marcus. |
Page 8 of 31 Pages
| 1 | NAMES OF REPORTING PERSONS
Charles E. Gale | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (see instructions)
PF, OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
29,386 (a) | ||||
| 8 | SHARED VOTING POWER
2,757,621 (b)(c)(d) | |||||
| 9 | SOLE DISPOSITIVE POWER
29,386 (a) | |||||
| 10 | SHARED DISPOSITIVE POWER
2,757,621 (b)(c)(d) | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,787,007 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.6% | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
IN | |||||
| (a) | Includes (i) 13,517 shares of Class A Common Stock and (ii) 15,869 shares of Class B Common Stock held directly by Mr. Gale over which he exercises sole voting and dispositive power. |
| (b) | Includes (i) 67,735 shares of Class A Common Stock and (ii) 1,877,998 shares of Class B Common Stock held by the Survivors Trust, for which Mrs. Rose and Mr. Gale serve as co- trustees and over which Mr. Gale may be deemed to have shared voting and dispositive power. |
| (c) | Includes (i) 811,546 shares of Class A Common Stock held by Puffin Partners, which Mr. Gale may be deemed to beneficially own as a co-manager of Puffin GP, the general partner of Puffin Partners, Mr. Gale and Mr. Rose serve as co-managers of Puffin GP and may be deemed to share voting and dispositive power over the shares held by Puffin Partners. |
| (d) | Includes (i) 29 shares of Class A Common Stock and (ii) 313 shares of Class B Common Stock held by the Charles E. Gale Fidelity Rollover IRA (Gale IRA) for the benefit of Mr. Gale. |
Page 9 of 31 Pages
| 1 | NAMES OF REPORTING PERSONS
Charles E. Gale Fidelity Rollover IRA | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (see instructions)
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Texas | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
342(a) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
342(a) | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
342 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.002% | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
OO | |||||
| (a) | Includes (i) 29 shares of Class A Common Stock and (ii) 313 shares of Class B Common Stock held in the Gale IRA for the benefit of Mr. Gale. |
Page 10 of 31 Pages
| 1 | NAMES OF REPORTING PERSONS
Puffin Partners, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (see instructions)
WC | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Texas | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
811,546(a) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
811,546(a) | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
811,546 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.4% | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
PN | |||||
| (a) | Includes 811,546 shares of Class A Common Stock directly held by Puffin Partners, L.P. |
Page 11 of 31 Pages
| 1 | NAMES OF REPORTING PERSONS
Puffin GP, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (see instructions)
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Texas | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
811,546(a) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
811,546(a) | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
811,546 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.4% | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
OO | |||||
| (a) | Includes 811,546 shares of Class A Common Stock held by Puffin Partners that Puffin GP is deemed to beneficially own as the general partner of Puffin Partners. |
Page 12 of 31 Pages
| 1 | NAMES OF REPORTING PERSONS
Montrose Investments I, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (see instructions)
WC | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Texas | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
180,909(a) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
180,909(a) | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
180,909 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.0% | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
PN | |||||
| (a) | Includes 180,909 shares of Class A Common Stock directly held by Montrose LP. |
Page 13 of 31 Pages
| 1 | NAMES OF REPORTING PERSONS
Montrose Investments GP, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (see instructions)
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Texas | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
180,909(a) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
180,909(a) | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
180,909 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.0% | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
OO | |||||
| (a) | Includes 180,909 shares of Class A Common Stock held by Montrose LP, which Montrose GP is deemed to beneficially own as the general partner of Montrose LP. |
Page 14 of 31 Pages
This Amendment No. 7 to Schedule 13D (this Amendment) relates to the Class A common stock, par value $0.001 per share (the Class A Common Stock), of Reata Pharmaceuticals, Inc., a Delaware corporation (the Issuer) and amends and supplements the statement on Schedule 13D originally filed by Mr. Rose on June 6, 2016, as amended by that certain Amendment No. 1 to Schedule 13D filed on August 19, 2016, as amended by that certain Amendment No. 2 to Schedule 13D filed on December 7, 2016, as amended by that certain Amendment No. 3 to Schedule 13D filed on January 3, 2017, as amended by that certain Amendment No. 4 to Schedule 13D filed on March 3, 2017, as amended by that certain Amendment No. 5 to Schedule 13D filed on July 12, 2017, as amended by that certain Amendment No. 6 to Schedule 13D filed on August 2, 2017 (as amended, the Prior Schedule 13D). Except as otherwise specified in this Amendment, all items left blank remain unchanged in all material respects and any items that are reported are deemed to amend and restate the corresponding items in the Prior Schedule 13D. Unless otherwise indicated, all capitalized terms used herein but not defined herein shall have the same meanings ascribed to them in the Prior Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of the Prior Schedule 13D is hereby amended and supplemented by adding the following:
On December 7, 2017, the Estate partitioned community property and pursuant to such partition 67,735 shares of Class A Common Stock and 1,877,998 shares of Class B Common Stock were transferred to the Survivors Trust. The Estate no longer owns any shares of Class A Common Stock or Class B Common Stock and, acorrdingly, has ceased to be part of this stockholder group.
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
Item 5 of the Prior Schedule 13D is hereby amended and restated as follows:
The information set forth in Item 2, Item 3 and Item 6 is hereby incorporated by reference in its entirety.
| (a) | (1) Mr. Rose may be deemed to beneficially own 1,242,037 shares of Class A Common Stock, representing approximately 6.6% of the outstanding shares of Class A Common Stock. | |
| (2) The Survivor Trust may be deemed to beneficially own 1,945,733 shares of Class A Common Stock, representing approximately 9.5% of the outstanding shares of Class A Common Stock. | ||
| (3) Mrs. Rose may be deemed to beneficially own 2,041,395 shares of Class A Common Stock, representing approximately 9.9% of the outstanding shares of Class A Common Stock. | ||
| (4) The Rose IRA may be deemed to beneficially own 95,662 shares of Class A Common Stock, representing approximately 0.5% of the outstanding shares of Class A Common Stock. | ||
| (5) The 2001 Trust may be deemed to beneficially own 235 shares of Class A Common Stock, representing approximately 0.001% of the outstanding shares of Class A Common Stock. | ||
Page 15 of 31 Pages
(6) The 2002 Trust may be deemed to beneficially own 537 shares of Class A Common Stock, representing approximately 0.003% of the outstanding shares of Class A Common Stock.
(7) Mr. Gale may be deemed to beneficially own 2,787,007 shares of Class A Common Stock, representing approximately 13.6% of the outstanding shares of Class A Common Stock.
(8) The Gale IRA may be deemed to beneficially own 342 shares of Class A Common Stock, representing approximately 0.002% of the outstanding shares of Class A Common Stock.
(9) Puffin Partners may be deemed to beneficially own 811,546 shares of Class A Common Stock, representing approximately 4.4% of the outstanding shares of Class A Common Stock.
(10) Puffin GP may be deemed to beneficially own 811,546 shares of Class A Common Stock, representing approximately 4.4% of the outstanding shares of Class A Common Stock.
(11) Montrose LP may be deemed to beneficially own 180,909 shares of Class A Common Stock, representing approximately 1.0% of the outstanding shares of Class A Common Stock.
(12) Montrose GP may be deemed to beneficially own 180,909 share of Class A Common Stock, representing approximately 1.0% of the outstanding shares of Class A Common Stock.
(b) (1) Mr. Rose may be deemed to have sole voting power with respect to 150,916 shares of common stock (comprised of 11,618 shares of Class A Common Stock and 129,308 shares of Class B Common Stock and 12,222 shares of Class B common stock issuable pursuant to stock options exercisable within 60 days of the date hereof), shared voting power with respect to 993,227 shares of common stock (comprised of 992,520 shares of Class A Common Stock and 707 shares of Class B Common Stock), sole dispositive power with respect to 150,916 shares of common stock (comprised of 11,618 shares of Class A Common Stock and 129,308 shares of Class B Common Stock and 12,222 shares of Class B common stock issuable pursuant to stock options exercisable within 60 days of the date hereof), and shared dispositive power with respect to 993,227 shares of common stock (comprised of 992,520 shares of Class A Common Stock and 707 shares of Class B Common Stock).
(2) The Survivor Trust may be deemed to have sole voting power with respect to 0 shares of common stock, shared voting power with respect to 1,945,733 shares of common stock (comprised of 67,735 shares of Class A Common Stock and 1,877,998 shares of Class B Common Stock), sole dispositive power with respect to 0 shares of common stock, and shared dispositive power with respect to 1,945,733 shares of common stock (comprised of 67,735 shares of Class A Common Stock and 1,877,998 shares of Class B Common Stock).
(3) Mrs. Rose may be deemed to have sole voting power with respect to 0 shares of common stock, shared voting power with respect to 95,662 shares of common stock (comprised of 7,886 shares of Class A Common Stock and 87,776 shares of Class B Common Stock), sole dispositive power with respect to 0 shares of common stock, and shared dispositive power with respect to 95,662 shares of common stock (comprised of 7,886 shares of Class A Common Stock and 87,776 shares of Class B Common Stock).
Page 16 of 31 Pages
(4) The Rose IRA may be deemed to have sole voting power with respect to 0 shares of common stock, shared voting power with respect to 95,662 shares of common stock (comprised of 7,886 shares of Class A Common Stock and 87,776 shares of Class B Common Stock), sole dispositive power with respect to 0 shares of common stock, and shared dispositive power with respect to 95,662 shares of common stock (comprised 7,886 shares of Class A Common Stock and 87,776 shares of Class B Common Stock).
(5) The 2001 Trust may be deemed to have sole voting power with respect to 0 shares of common stock, shared voting power with respect to 235 shares of common stock (comprised of 20 shares of Class A Common Stock and 215 shares of Class B Common Stock), sole dispositive power with respect to 0 shares of common stock, and shared dispositive power with respect to 235 shares of common stock (comprised of 20 shares of Class A Common Stock and 215 shares of Class B Common Stock).
(6) The 2002 Trust may be deemed to have sole voting power with respect to 0 shares of common stock, shared voting power with respect to 537 shares of common stock (comprised of 45 of Class A Common Stock and 492 shares of Class B Common Stock), sole dispositive power with respect to 0 shares of common stock, and shared voting power with respect to 537 shares of common stock (comprised of 45 shares of Class A Common Stock and 492 shares of Class B Common Stock).
(7) Mr. Gale may be deemed to have sole voting power with respect to 29,386 shares of common stock (comprised of 13,517 shares of Class A Common Stock and 15,869 shares of Class B Common Stock), shared voting power with respect to 2,757,621 shares of common stock (comprised of 879,310 shares of Class A Common Stock and 1,878,311 shares of Class B Common Stock), sole dispositive power with respect to 29,386 shares of common stock (comprised of 13,517 shares of Class A Common Stock and 15,869 shares of Class B Common Stock), and shared dispositive power with respect to 2,757,621 shares of common stock (comprised of 879,310 shares of Class A Common Stock and 1,878,311 shares of Class B Common Stock).
(8) The Gale IRA may be deemed to have sole voting power with respect to 0 shares of common stock, shared voting power with respect to 342 shares of common stock (comprised of 29 shares of Class A Common Stock and 313 shares of Class B Common Stock), sole dispositive power with respect to 0 shares of common stock, and shared dispositive power with respect to 342 shares of common stock (comprised of 29 shares of Class A Common Stock and 313 shares of Class B Common Stock).
(9) Puffin Partners may be deemed to have sole voting power with respect to 0 shares of common stock, shared voting power with respect to 811,546 shares of common stock (comprised of 811,546 shares of Class A Common Stock), sole dispositive power with respect to 0 shares of common stock, and shared dispositive power with respect to 811,546 shares of common stock (comprised of 811,546 shares of Class A Common Stock).
(10) Puffin GP may be deemed to have sole voting power with respect to 0 shares of common stock, shared voting power with respect to 811,546 shares of common stock (comprised of 811,546 shares of Class A Common Stock), sole dispositive power with respect to 0 shares of common stock, and shared dispositive power with respect to 811,546 shares of common stock (comprised of 811,546 shares of Class A Common Stock).
Page 17 of 31 Pages
(11) Montrose LP may be deemed to have sole voting power with respect to 0 shares of common stock, shared voting power with respect to 180,909 shares of common stock (comprised of 180,909 shares of Class A Common Stock), sole dispositive power with respect to 0 shares of common stock, and shared dispositive power with respect to 180,909 shares of common stock (comprised of 180,909 shares of Class A Common Stock).
(12) Montrose GP may be deemed to have sole voting power with respect to 0 shares of common stock, shared voting power with respect to 180,909 shares of common stock (comprised of 180,909 shares of Class A Common Stock), sole dispositive power with respect to 0 shares of common stock, and shared dispositive power with respect to 180,909 shares of common stock (comprised of 180,909 shares of Class A Common Stock).
(c) The information provided in Item 4 above is hereby incorporated herein by reference.
(d) The right to receive dividends from, and proceeds from the sale of, the shares of Class A Common Stock and Class B Common Stock held of record and/or beneficially owned by Puffin Partners, Puffin GP, Montrose LP, and Montrose GP is governed by their respective limited partnership agreements and limited liability regulations, as applicable, of each of such entities, and such dividends or proceeds may be distributed with respect to numerous general and limited partnership or membership interests.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Item 6 of the Prior Schedule 13D is hereby amended and supplemented by adding the following:
Page 18 of 31 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Date: December 7, 2017 | /s/ Charles E. Gale, Attorney-In-Fact | |||||
| William E. Rose | ||||||
Page 19 of 31 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Date: December 7, 2017 | /s/ Charles E. Gale, Attorney-In-Fact | |||||
| Evelyn P. Rose | ||||||
Page 20 of 31 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Date: December 7, 2017 | /s/ Charles E. Gale, Attorney-In-Fact | |||||
| Estate of Edward W. Rose III | ||||||
Page 21 of 31 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Date: December 7, 2017 | EVELYN P. ROSE SEP IRA | |||||
| /s/ Charles E. Gale, Attorney-in-Fact | ||||||
| Evelyn P. Rose | ||||||
Page 22 of 31 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Date: December 7, 2017 | EVELYN POTTER ROSE SURVIVORS TRUST | |||||
| /s/ Charles E. Gale | ||||||
| Charles E. Gale | ||||||
| Co-Trustee | ||||||
Page 23 of 31 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Date: December 7, 2017 | CHARLES HENRY ROSE 2001 TRUST | |||||
| /s/ Charles E. Gale, Attorney-In-Fact | ||||||
| William E. Rose | ||||||
| Co-Trustee | ||||||
Page 24 of 31 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Date: December 7, 2017 | JOHN WILLIAM ROSE 2002 TRUST | |||||
| /s/ Charles E. Gale, Attorney-In-Fact | ||||||
| William E. Rose | ||||||
| Co-Trustee | ||||||
Page 25 of 31 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Date: December 7, 2017 | ||||||
| /s/ Charles E. Gale | ||||||
| Charles E. Gale | ||||||
Page 26 of 31 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Date: December 7, 2017 | CHARLES E. GALE FIDELITY ROLLOVER IRA | |||||
| /s/ Charles E. Gale | ||||||
| Charles E. Gale | ||||||
Page 27 of 31 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Date: December 7, 2017 | PUFFIN PARTNERS, L.P. | |||||
| By: PUFFIN GP, LLC | ||||||
| /s/ Charles E. Gale | ||||||
| Charles E. Gale | ||||||
| Co-Manager | ||||||
Page 28 of 31 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Date: December 7, 2017 | PUFFIN GP, LLC | |||||
| /s/ Charles E. Gale | ||||||
| Charles E. Gale | ||||||
| Co-Manager | ||||||
Page 29 of 31 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Date: December 7, 2017 | MONTROSE INVESTMENTS I, L.P. | |||||
| By: MONTROSE INVESTMENTS GP, LLC | ||||||
| /s/ Charles E. Gale, Attorney-In-Fact | ||||||
| William E. Rose | ||||||
| Sole Member | ||||||
Page 30 of 31 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Date: December 7, 2017 | MONTROSE INVESTMENTS GP, LLC | |||||
| /s/ Charles E. Gale, Attorney-In-Fact | ||||||
| William E. Rose | ||||||
| Sole Member | ||||||
Page 31 of 31 Pages