Sec Form 13D Filing - CPMG Inc filing for REATA PHARMACEUTICALS INC (RETA) - 2020-12-29

---

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

---

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 14)*

 

 (Name of Issuer)

 

 (Title of Class of Securities)

 

 (CUSIP Number)

 

John Bateman

CPMG, Inc.

2000 McKinney Ave, Suite 2125

Dallas, Texas 75201

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

(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 copies of the schedule, including all exhibits.  See Rule 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 person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in 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 (“Act”) 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).

 

---

SCHEDULE 13D

1	NAMES OF REPORTING PERSONS
	CPMG, INC.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK BOX 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
			4,589,758 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			4,589,758 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,589,758 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	14.0% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

(1) This amount includes shares of Class B Common Stock that are convertible, on a one-for-one basis, into shares of Class A Common Stock, as described further in Item 5 herein.

(2) This percentage has been calculated in accordance with Rule 13d-3(d)(1)(i)(D) and is based on the sum of the total shares of Class A Common Stock outstanding plus the shares of Class A Common Stock that the Reporting Person has the right to acquire upon conversion of the Class B Common Stock it owns.

SCHEDULE 13D

(1) This amount includes shares of Class B Common Stock that are convertible, on a one-for-one basis, into shares of Class A Common Stock, as described further in Item 5 herein.

(2) This amount includes 44,693 shares of Class B Common Stock that are obtainable upon exercise of options granted to the Reporting Person, of which options to acquire 41,193 shares of Class B Common Stock are currently exercisable.

(3) This percentage has been calculated in accordance with Rule 13d-3(d)(1)(i)(D) and is based on the sum of the total shares of Class A Common Stock outstanding plus the shares of Class A Common Stock that the Reporting Person has the right to acquire upon conversion of the Class B Common Stock it owns.

CUSIP No.:  75615P103

Page 4 of 6 Pages

Item 1 of the Schedule 13D is hereby amended by adding the following:

This Amendment No. 14 to Schedule 13D (“Amendment No. 14”) is being filed by the undersigned, pursuant to §240.13d-2(a), with respect to the Class A Common Stock, $0.001 par value per share (the “Shares”), of Reata Pharmaceuticals, Inc. (the “Issuer” or the “Company”), whose principal executive offices are located at 2801 Gateway Drive, Suite 150, Irving, TX 75063. This Amendment No. 14 amends and supplements the statement on the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on June 6, 2016, as amended by Amendment No. 1, filed with the SEC on June 28, 2016, Amendment No. 2, filed with the SEC on July 1, 2016, Amendment No. 3, filed with the SEC on August 9, 2016, Amendment No. 4, filed with the SEC on August 19, 2016, Amendment No. 5, filed with the SEC on December 6, 2016, Amendment No. 6, filed with the SEC on December 20, 2016, Amendment No. 7, filed with the SEC on January 4, 2017, Amendment No. 8, filed with the SEC on March 6, 2017, Amendment No. 9, filed with the SEC on June 23, 2017, Amendment No. 10, filed with the SEC on August 3, 2017, Amendment No. 11, filed with the SEC on November 13, 2017, Amendment No. 12, filed with the SEC on December 29, 2017, and Amendment No. 13, filed with the SEC on July 31, 2018 (collectively, the “Schedule 13D”). Capitalized terms used herein and not otherwise defined in this Amendment No. 14 have the meanings set forth in the Schedule 13D.

Item 5 of the Schedule 13D is hereby amended by adding the following:

(a, b) As of the date hereof, CPMG may be deemed to be the beneficial owner of 4,589,758 Shares (approximately 14.0% of the total number of Shares outstanding). This amount includes 2,896,901 Shares and 1,692,857 Shares obtainable upon conversion of Class B Shares. These Shares are held for the following accounts:

As of the date hereof, Mr. McGaughy may be deemed to be the beneficial owner of 5,030,056 Shares (approximately 15.2% of the total number of Shares outstanding). This amount includes 2,959,993 Shares, 2,025,370 Shares obtainable upon conversion of Class B Shares, and 44,693 Shares obtainable upon conversion of Class B Shares obtainable upon exercise of options granted to Mr. McGaughy, held as follows:

Of the Class B Share options granted to Mr. McGaughy, 41,193 have vested and are currently exercisable. 3,500 are scheduled to vest in equal installments on March 10, 2021 and June 10, 2021, subject to continued service through each vesting date.

The beneficial ownership percentages reported herein were calculated in accordance with Rule 13d-3(d)(1)(i)(D) and are based on the sum of (1) 31,070,820 Shares outstanding as of December 4, 2020, as reported in the Issuer’s prospectus supplement on Form 424B5 filed on December 3, 2020, and (2) the number of Shares the Reporting Person has the right to acquire upon conversion of their Class B Shares into Shares on a one-for-one basis.

(c) On December 23, 2020, the Flamingo Fund, LP distributed 63,481 Shares to its sole limited partner. The transaction reflects 1.3% of the 4,756,424 Shares and Class B shares beneficially owned by CPMG prior to the date of the transaction. No sale of shares was made by the Reporting Person or Flamingo Fund, LP in connection with the transaction.

As of December 23, 2020, CPMG’s investment discretion with respect to the 103,185 Shares previously held by the Blackwell Account was revoked. There was no distribution or sale of shares made by CPMG in connection with the revocation of investment discretion, which reflects 2.2% of the 4,756,424 Shares and Class B shares beneficially owned by CPMG prior to the date of the revocation.

 

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.

Attention: Intentional misstatements or omissions of act constitute federal violations (see 18 U.S.C. 1001).

---