Reata Pharmaceuticals (RETA) Form 4 REATA PHARMACEUTICALS / Charles E. Gale 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^*

ROSE WILLIAM

(Last) (First) (Middle)

3963 MAPLE AVENUE, SUITE 200

(Street)

DALLAS TX 75219

(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	X	10% Owner
	Officer (give title below)	X	Other (specify below)
Member of 10% owner group

3. Date of Earliest Transaction (Month/Day/Year)
12/29/2016

4. 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 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	12/29/2016		J(1)		145,454	D	$0.00	811,546	I	By Puffin(4)
Class A Common Stock	12/29/2016		J(2)		37,909	A	$0.00	180,909	I	By Montrose(5)
Class A Common Stock	12/29/2016		J(3)		12,091	A	$0.00	13,517	D(6)
Class A Common Stock	12/29/2016		G		100,985	D	$0.00	67,735	I	See footnote(7)
Class A Common Stock								11,618	D(8)
Class A Common Stock								7,886	D(9)
Class A Common Stock								29	D(10)
Class A Common Stock								20	I	By trust(11)
Class A Common Stock								45	I	By trust(12)

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

1. Name and Address of Reporting Person^*

ROSE WILLIAM

(Last) (First) (Middle)

3963 MAPLE AVENUE, SUITE 200

(Street)

DALLAS TX 75219

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Puffin Partners, L.P.

(Last) (First) (Middle)

3963 MAPLE AVENUE, SUITE 200

(Street)

DALLAS TX 75219

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Puffin GP, LLC

(Last) (First) (Middle)

3963 MAPLE AVENUE, SUITE 200

(Street)

DALLAS TX 75219

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Montrose Investments I, L.P.

(Last) (First) (Middle)

3963 MAPLE AVENUE, SUITE 200

(Street)

DALLAS TX 75219

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Montrose Investments GP, LLC

(Last) (First) (Middle)

3963 MAPLE AVENUE, SUITE 200

(Street)

DALLAS TX 75219

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Gale Charles E.

(Last) (First) (Middle)

3963 MAPLE AVENUE, SUITE 200

(Street)

DALLAS TX 75219

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Estate of Edward W. Rose III

(Last) (First) (Middle)

3963 MAPLE AVENUE, SUITE 200

(Street)

DALLAS TX 75219

(City) (State) (Zip)

Explanation of Responses:

1. Pro rata distribution of 145,454 shares of Class A common stock from Puffin to its limited partners.

2. Acquisition of 37,909 shares of Class A common stock from Puffin in its pro rata distribution to its limited partners.

3. Acquisition of 12,091 shares of Class A common stock from Puffin in its pro rata distribution to its limited partners.

4. These shares are owned directly by Puffin Partners, L.P. ("Puffin). Each of (a) William E. Rose, a director of the issuer, and (b) Charles E. Gale serve as co-managers of the general partner of Puffin. Mr. Rose and Mr. Gale disclaim pecuniary interest in the shares held by Puffin.

5. These shares are owned directly by Montrose Investments I, L.P. ("Montrose"), and indirectly by William E. Rose, a director of the issuer, as sole shareholder and sole manager of the general partner of Montrose.

6. These shares are owned directly by Charles E. Gale.

7. These shares are owned directly by the Estate of Edward W. Rose III, a ten percent owner of the issuer, for which Charles E. Gale serves as executor.

8. These shares are owned directly by William E. Rose, a director of the issuer.

9. These shares are owned directly by the Evelyn P. Rose Fidelity Rollover IRA and indirectly by Evelyn P. Rose.

10. These shares are owned directly by the Charles E. Gale Fidelity Rollover IRA and indirectly by Charles E. Gale.

11. These shares are owned indirectly by William E. Rose, a director of the issuer, as co-trustee of the Charles Henry Rose 2001 Trust.

12. These shares are owned indirectly by William E. Rose, a director of the issuer, as co-trustee of the John William Rose 2002 Trust.

Remarks:

The reporting persons may be deemed to be members of a group with other affiliated entities that collectively are 10% owners, which group includes William E. Rose, the Estate of Edward W. Rose III, Evelyn P. Rose, Evelyn P. Rose Fidelity Rollover IRA, Charles Henry Rose 2001 Trust, John William Rose 2002 Trust, Charles E. Gale, Charles E. Gale Fidelity Rollover IRA, Puffin Partners, L.P., Puffin GP, LLC, Montrose Investments I, L.P. and Montrose Investments GP, LLC (collectively, the "Affiliated Rose Reporting Persons"). The reporting persons disclaim the existence of a group and disclaim beneficial ownership of any securities held by the other Affiliated Rose Reporting Persons, except to the extent of their respective pecuniary interests therein.

	/s/ Charles E. Gale, Attorney-In-Fact for William E. Rose	12/29/2016
	/s/ Charles E. Gale, as Co-Manager of Puffin GP, LLC, the General Partner of Puffin Partners, L.P	12/29/2016
	/s/ Charles E. Gale, Co-Manager of Puffin GP, LLC	12/29/2016
	/s/ Charles E. Gale, Attorney-In-Fact for Montrose Investments I, L.P.	12/29/2016
	/s/ Charles E. Gale, Attorney-In-Fact for Montrose Investments GP, LLC	12/29/2016
	/s/ Charles E. Gale	12/29/2016
	/s/ Charles E. Gale, Executor of Estate of Edward W. Rose III	12/29/2016
	** 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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