Reata Pharmaceuticals Form 4 / R Kent McGaughy Jr 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^*

McGaughy R Kent Jr

(Last)

(First)

(Middle)

C/O CPMG, INC.

2000 MCKINNEY AVE, STE 2125

(Street)

DALLAS

75201

(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)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/22/2017

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A common stock	06/22/2017		C		742,289	A	⁽⁵⁾	2,668,323	I	See footnote⁽¹⁾⁽⁷⁾
Class A common stock								4,591	I	By Lagos Trust⁽²⁾⁽⁷⁾
Class A common stock								280	I	By Traweek Children's Trust⁽³⁾⁽⁷⁾
Class A common stock								2,739	I	See footnote⁽⁴⁾⁽⁷⁾
Class A common stock								25,004	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽⁵⁾⁽⁶⁾	06/22/2017		P		1,200,000		⁽⁵⁾⁽⁶⁾	⁽⁵⁾⁽⁶⁾	Class A Common Stock	1,200,000	$25⁽⁵⁾	2,435,146	I	See footnote⁽¹⁾⁽⁷⁾
Class B Common Stock	⁽⁵⁾	06/22/2017		C			742,289	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	742,289	$0⁽⁵⁾	1,692,857	I	See footnote⁽¹⁾⁽⁷⁾
Class B Common Stock	⁽⁶⁾							⁽⁶⁾	⁽⁶⁾	Class A Common Stock	51,095		51,095	I	By Lagos Trust⁽²⁾⁽⁷⁾
Class B Common Stock	⁽⁶⁾							⁽⁶⁾	⁽⁶⁾	Class A Common Stock	3,109		3,109	I	By Traweek Children's Trust⁽³⁾⁽⁷⁾
Class B Common Stock	⁽⁶⁾							⁽⁶⁾	⁽⁶⁾	Class A Common Stock	30,478		30,478	I	See footnote⁽⁴⁾⁽⁷⁾
Class B Common Stock	⁽⁶⁾							⁽⁶⁾	⁽⁶⁾	Class A Common Stock	278,309		278,309	D

Explanation of Responses:

1. These shares of Class A common stock are held in various funds for which CPMG, Inc. serves as investment manager (the "CPMG Funds"). The Reporting Person is a co-director and co-shareholder of CPMG, Inc.

2. The Reporting Person is trustee of Lagos Trust.

3. The Reporting Person is trustee of Traweek Children's Trust.

4. These shares of Class A common stock and Class B common stock are held in escrow for a charitable donee by American Stock Transfer & Trust Company, LLC.

5. These shares of Class B common stock were acquired in a private transaction with another Class B shareholder pursuant to a purchase agreement dated June 22, 2017 (the "Private Transaction"). Because certain CPMG Funds were not holders of shares of Class B common stock at the time of the Private Transaction, then, pursuant to Section 4.4(b) of the Issuer's Thirteenth Amended and Restated Certificate of Incorporation, the shares of Class B common stock transferred to such CPMG Funds in connection with the Private Transaction automatically convert into shares of Class A common stock, on a one-for-one basis and for no additional consideration. The shares of Class B common stock transferred to other CPMG Funds that were holders of shares of Class B common stock at the time of the Private Transaction do not automatically convert.

6. These shares of Class B common stock are convertible into Class A common stock on a one-for-one basis at the holder's election at any time for no additional consideration, and have no expiration date.

7. The Reporting Person disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose

	/s/ R. Kent McGaughy, Jr.	06/23/2017
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Reata Pharmaceuticals (RETA) Form 4REATA PHARMACEUTICALS / R Kent McGaughy Jr ownership change