Craig R Stapleton Form 3 REATA PHARMACEUTICALS / CRAIG R STAPLETON ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

Stapleton Pharma LLC

(Last) (First) (Middle)

55 OLD FIELD POINT ROAD, 2ND FLOOR

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/01/2016

3. Issuer Name and Ticker or Trading Symbol
REATA PHARMACEUTICALS INC [ RETA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A common stock	452,864	I	See Footnote(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B common stock	(2)	(2)	Class A common stock	365,800	(2)	I	See Footnote(1)

1. Name and Address of Reporting Person^*

Stapleton Pharma LLC

(Last) (First) (Middle)

55 OLD FIELD POINT ROAD, 2ND FLOOR

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

STAPLETON CRAIG R

(Last) (First) (Middle)

55 OLD FIELD POINT ROAD, 2ND FLOOR

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

Explanation of Responses:

1. Held of record by Stapleton Pharma LLC, a Connecticut limited liability company. Craig R. Stapleton is the sole managing member of Stapleton Pharma LLC and may be deemed to beneficially own all of the securities held of record by Stapleton Pharma LLC. However, Mr. Stapleton disclaims beneficial ownership of the issuer's securities held of record by Stapleton Pharma LLC except to the extent of his pecuniary interest therein.

2. The Class B common stock is convertible into Class A common stock on a one-for-one basis (a) at the holder's election at any time after the date that is six months following the date of the closing of the initial public offering of the company's Class A common stock, (b) at the holder's election prior to that time subject to certain conditions, or (c) at the option of the company's board of directors, in its sole discretion, at any time or multiple times from time to time on or before the closing of the initial public offering. The conversion right of the Class B common stock has no expiration date.

Remarks:

	/s/ Craig R. Stapleton, Sole Managing Member of Stapleton Pharma LLC	06/13/2016
	/s/ Craig R. Stapleton	06/13/2016
	** Signature of Reporting Person	Date
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 5 (b)(v).
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