Reata Pharmaceuticals (RETA) Form 4 REATA PHARMACEUTICALS / James Edward Bass ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Bass James Edward

(Last) (First) (Middle)

2801 GATEWAY DRIVE, SUITE 150

(Street)

IRVING TX 75063

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2016

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A common stock	06/01/2016(2)		P		5,000	A	$13.28	5,000	D
Class A common stock	06/01/2016		C(1)		2,585	A	(1)	7,585	D
Class A common stock	06/01/2016		P		18,000	A	$11	25,585	D
Class A common stock	06/01/2016		C(1)		3,455	A	(1)	3,455	I	By Bass Family Trust A
Class A common stock	06/01/2016		C(1)		1,448	A	(1)	1,448	I	By Bass Trust FBO James E. Bass

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B common stock	(1)	06/01/2016		C			2,585	(1)	(1)	Class A common stock	2,585	$0.00	28,762	D
Class B common stock	(1)	06/01/2016		C			3,455	(1)	(1)	Class A common stock	3,455	$0.00	38,447	I	By Bass Family Trust A
Class B common stock	(1)	06/01/2016		C			1,448	(1)	(1)	Class A common stock	1,448	$0.00	16,107	I	By Bass Trust FBO James E. Bass

Explanation of Responses:

1. 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.

2. Due to the conditions to closing of the initial public offering of the Class A common stock, these purchases were not deemed to occur until closing, on June 1, 2016.

Remarks:

	/s/ Michael D. Wortley, attorney-in-fact	06/01/2016
	** 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 4 (b)(v).
** 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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