SC 13D/A 1 d295944dsc13da.htm SC 13D/A SC 13D/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

 

Reata Pharmaceuticals, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.001 per share

(Title of Class of Securities)

75615P 10 3

(CUSIP Number)

Thomas Dyrberg

Novo A/S

Tuborg Havnevej 19

Hellerup, Denmark DK-2900

+45 3527 6592

Copy to:

B. Shayne Kennedy, Esq.

Latham & Watkins LLP

650 Town Center Drive, 20th Floor

Costa Mesa, CA 92626

Telephone: (714) 540-1235

 

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

December 6, 2016

(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 which is subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(e), 13d-1(f) or 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(b) 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 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 (the “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).

 

 

 

CUSIP No. 75615P 10 3  

 

  1.   

Name of Reporting Person

 

Novo A/S

  2.  

Check the Appropriate Box if a Member of Group (See Instructions):

(a)  ☐        (b)  ☒

 

  3.  

SEC Use Only:

 

  4.  

Source of Funds:

 

WC

  5.  

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ☐

 

  6.  

Citizenship or Place of Organization:

 

Denmark

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With:

 

      7.    

Sole Voting Power:

 

3,367,763(1)

     8.   

Shared Voting Power:

 

0

     9.   

Sole Dispositive Power:

 

3,367,763(1)

   10.   

Shared Dispositive Power:

 

0

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

3,367,763(1)

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares: ☐

 

13.  

Percent of Class Represented By Amount In Row (11):

 

29.7%(2)

14.  

Type of Reporting Person:

 

CO

 

(1) Comprised of 965,794 shares of Class A common stock and assumes the conversion of 2,401,969 shares of Class B common stock into Class A common stock on a one-for-one basis.
(2) Based upon 8,949,660 shares of Class A common stock and 13,387,259 shares of Class B common stock outstanding as of November 30, 2016 as reported in the Issuer’s Form S-1 filed with the Securities and Exchange Commission (the “Commission”) on December 6, 2016. Beneficial ownership is based on conversion of only the 2,401,969 shares of Class B common stock held by Novo A/S into Class A common stock on a one-for-one basis. Assuming all 13,387,259 shares of Class B common stock are converted into Class A common stock, Novo A/S would beneficially own 15.1% of the Class A common stock.

 

2

This amendment (“Amendment No. 2”) amends the Schedule 13D originally filed with the Commission on June 2, 2016, as subsequently amended by Amendment No. 1 filed with the Commission on August 5, 2016 (collectively, the “Schedule”), to report a decrease in beneficial ownership of the Class A common stock of the Issuer held by the Reporting Person resulting from an increase in the Issuer’s Class A common stock outstanding. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule.

 

Item 2. Identity and Background

Item 2 of the Schedule is amended and replaced in its entirety as follows for the purpose of updating the directors and executive officers of Novo A/S and the Foundation listed on Schedule I:

 

  (a) The reporting person (“Reporting Person”) is Novo A/S, a Danish limited liability company that is wholly owned by Novo Nordisk Fonden (the “Foundation”), a Danish commercial foundation. Novo A/S is the holding company in the group of Novo companies (currently comprised of Novo Nordisk A/S, Novozymes A/S and NNIT A/S) and is responsible for managing the Foundation’s assets, including its financial assets. Based on the governance structure of Novo A/S and the Foundation, the Foundation is not deemed to have any beneficial ownership of the securities of the Issuer held by Novo A/S.

 

       The name of each director and executive officer of both Novo A/S and the Foundation is set forth on Schedule I to this Amendment No. 2.

 

  (b) The business address of both Novo A/S and the Foundation is Tuborg Havnevej 19, 2900 Hellerup, Denmark.

 

       The residence or business address of each director and executive officer of both Novo A/S and the Foundation is set forth on Schedule I to this Amendment No. 2.

 

  (c) Novo A/S, a holding company that is responsible for managing the Foundation’s assets, provides seed and venture capital to development stage companies and invests in well-established companies within the life science and biotechnology sector.

 

       The Foundation is a Danish self-governing and profit-making foundation, whose objectives are to provide a stable basis for commercial and research activities undertaken by the group of Novo companies and to support scientific, humanitarian and social purposes through grants.

 

  (d) Within the last five years, neither Novo A/S, the Foundation, nor any person named in Schedule I has been convicted in any criminal proceedings.

 

  (e) Within the last five years, neither Novo A/S, the Foundation, nor any person named in Schedule I was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

3

Item 5. Interest in Securities of the Issuer

Item 5(a) of the Schedule is amended and replaced in its entirety as follows:

(a) Novo A/S beneficially owns an aggregate of 3,367,763 shares of Class A common stock, comprised of 965,794 shares of Class A common stock and 2,401,969 shares of Class B common stock representing 29.7% of the Class A common stock based on conversion of only the 2,401,969 shares of Class B common stock held by the Novo A/S into Class A common stock on a one-for-one basis. The Class B common stock converts on a one for one basis into Class A common stock upon any sale or transfer. Assuming all outstanding 13,387,259 shares of Class B common stock are converted into Class A common stock, Novo A/S would beneficially own 15.1% of the Class A common stock. The foregoing percentage ownership calculations are based upon 8,949,660 shares of Class A common stock and 13,387,259 shares of Class B common stock outstanding as of November 30, 2016 as reported in the Issuer’s Form S-1 filed with the Commission on December 6, 2016,

 

4

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.

 

Dated: December 9, 2016     Novo A/S
    /s/ Thomas Dyrberg
    Thomas Dyrberg, Managing Partner-Ventures

Schedule I

Information regarding each director and executive officer of both Novo A/S and the Novo Nordisk Foundation is set forth below.

 

Novo A/S

Name, Title at Novo A/S

   

Address

   

Principal Occupation

   

Citizenship

Sten Scheibye

Chairman of the Board

   

Rungsted Strandvej 197C

2960 Rungsted Kyst Denmark

    Professional Board Director    Denmark

Göran Ando

Director

   

Essex Woodlands

Berkeley Square House

Berkeley Square

London, W1J 6BD

United Kingdom

    Self-employed

Professional Board Director

    Sweden

Jeppe Christiansen

Director

   

Kollemose 37

2830 Virum

Denmark

    Chief Executive Officer

Fondsmaeglerselskabet

Maj Invest A/S

    Denmark

Steen Riisgaard

Director

   

Hestetangsvej 155

3520 Farum

Denmark

    Professional Board Director    Denmark

Per Wold-Olsen

Director

   

T7B22 Favray Court

Tigne Point

TP01

Malta

    Professional Board Director    Norway

Kasim Kutay

Chief Executive Officer of Novo A/S

   

Bredgade 63, 3.th.

1260 Copenhagen K

Denmark

    Chief Executive Officer of
Novo A/S		    British

Peter Haahr

Chief Financial Officer of Novo A/S

   

Ordrup Have 21

2900 Charlottenlund

Denmark

    Chief Financial Officer of
Novo A/S		    Denmark

Thomas Dyrberg

Managing Partner-Ventures

   

Bengtasvej 9a

2900 Hellerup

Denmark

    Managing Partner-Ventures
of Novo A/S		    Denmark

Michael Shalmi

Managing Partner

Large Investments

   

Stigårdsvej 4

2900 Hellerup

Denmark

    Head of Large Investments,
Novo A/S		    Denmark

 

Novo Nordisk Foundation

Name, Title

at Novo Nordisk Foundation

   

Address

   

Principal Occupation

   

Citizenship

Sten Scheibye

Chairman of the Board

   

Rungsted Strandvej 197C

2960 Rungsted Kyst

Denmark

    Professional Board Director    Denmark

Bo Ahrén

Director

   

Merkuriusgatan 11

S-224 57 Lund

Sweden

    Professor of Medicine and
Vice Chancellor, Lund
University

Lund, Sweden

    Sweden

Novo Nordisk Foundation

Name, Title

at Novo Nordisk Foundation

   

Address

   

Principal Occupation

   

Citizenship

Karsten Dybvad

Director

   

Carl Baggers Alle 15

2920 Charlottenlund

Denmark

    Director General and Chief
Executive Officer

DI (Confederation of
Danish Industry)

    Denmark

Lars Fugger

Director

   

Staunton Road 72

OX3 7TP

Great Britain

    Professor, John Radcliffe
Hospital

University of Oxford,
Oxford, Great Britain

    Denmark

Anne Marie Kverneland

Director

   

Nybrovej 216

2800 Kgs. Lyngby

Denmark

    Laboratory Technician

Novo Nordisk A/S

    Denmark

Lars Bo Køppler

Director

   

Anemonevej 7

3550 Slangerup

Denmark

    Technician

Novozymes A/S

    Denmark

Désirée J. Asgreen

Director

   

Strandhaven 105

2665 Vallensbæk Strand

Denmark

    Project Director

Novo Nordisk A/S

    Denmark

Marianne Philip

Director

   

Tranegårdsvej 5

2900 Hellerup

Denmark

    Attorney    Denmark

Steen Riisgaard

Vice Chairman of the Board

   

Hestetangsvej 155

3520 Farum

Denmark

    Professional Board Director    Denmark

Birgitte Nauntofte

Chief Executive Officer

   

Engbakkevej 24

2920 Charlottenlund

Denmark

    Chief Executive Officer

Novo Nordisk Foundation

    Denmark