Reata Pharmaceuticals Form 4 Change in insider ownership

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^*

CPMG Inc

(Last)

(First)

(Middle)

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)
06/01/2016

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)
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	06/01/2016		C⁽¹⁾		113	A	⁽¹⁾	113	D
Class A common stock	06/01/2016		C⁽¹⁾		27,651	A	⁽¹⁾	27,651	I⁽⁹⁾	By Kestrel Fund, LP⁽⁹⁾
Class A common stock	06/01/2016		C⁽¹⁾		1,153	A	⁽¹⁾	1,153	I⁽⁹⁾	By Willet Fund, LP⁽⁹⁾
Class A common stock	06/01/2016		C⁽¹⁾		11,076	A	⁽¹⁾	11,076	I⁽⁹⁾	By CD Fund, LP⁽⁹⁾
Class A common stock	06/01/2016		C⁽¹⁾		13,493	A	⁽¹⁾	13,493	I⁽⁹⁾	By Mallard Fund, LP⁽⁹⁾
Class A common stock	06/01/2016		C⁽¹⁾		57,349	A	⁽¹⁾	57,349	I⁽⁹⁾	By Yellow Warbler, LP⁽⁹⁾
Class A common stock	06/01/2016		C⁽¹⁾		134	A	⁽¹⁾	134	I⁽⁹⁾	By Redbird Life Sciences Partners, LP⁽⁹⁾
Class A common stock	06/01/2016⁽⁸⁾		P		56,739	A	$11.4261⁽²⁾	57,892	I⁽⁹⁾	By Willet Fund, LP⁽⁹⁾
Class A common stock	06/01/2016⁽⁸⁾		P		127,691	A	$12.7644⁽³⁾	185,583	I⁽⁹⁾	By Willet Fund, LP⁽⁹⁾
Class A common stock	06/01/2016⁽⁸⁾		P		8,233	A	$13.2169⁽⁴⁾	193,816	I⁽⁹⁾	By Willet Fund, LP⁽⁹⁾
Class A common stock	06/01/2016⁽⁸⁾		P		28,797	A	$13.2649⁽⁵⁾	222,613	I⁽⁹⁾	By Willet Fund, LP⁽⁹⁾
Class A common stock	06/01/2016⁽⁸⁾		P		6,203	A	$14.2219⁽⁶⁾	228,816	I⁽⁹⁾	By Willet Fund, LP⁽⁹⁾
Class A common stock	06/01/2016⁽⁸⁾		P		23,890	A	$14.1062⁽⁷⁾	252,706	I⁽⁹⁾	By Willet Fund, LP⁽⁹⁾

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	⁽¹⁾	06/01/2016		C			113	⁽¹⁾	⁽¹⁾	Class A common stock	113	$0	1,251	D
Class B common stock	⁽¹⁾	06/01/2016		C			27,651	⁽¹⁾	⁽¹⁾	Class A common stock	27,651	$0	307,776	I⁽⁹⁾	By Kestrel Fund, LP⁽⁹⁾
Class B common stock	⁽¹⁾	06/01/2016		C			1,153	⁽¹⁾	⁽¹⁾	Class A common stock	1,153	$0	12,826	I⁽⁹⁾	By Willet Fund, LP⁽⁹⁾
Class B common stock	⁽¹⁾	06/01/2016		C			11,076	⁽¹⁾	⁽¹⁾	Class A common stock	11,076	$0	123,279	I⁽⁹⁾	By CD Fund, LP⁽⁹⁾
Class B common stock	⁽¹⁾	06/01/2016		C			13,493	⁽¹⁾	⁽¹⁾	Class A common stock	13,493	$0	150,186	I⁽⁹⁾	By Mallard Fund, LP⁽⁹⁾
Class B common stock	⁽¹⁾	06/01/2016		C			57,349	⁽¹⁾	⁽¹⁾	Class A common stock	57,349	$0	638,338	I⁽⁹⁾	By Yellow Warbler, LP⁽⁹⁾
Class B common stock	⁽¹⁾	06/01/2016		C			134	⁽¹⁾	⁽¹⁾	Class A common stock	134	$0	1,490	I⁽⁹⁾	By Redbird Life Sciences Partners, LP⁽⁹⁾

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 Issuer'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 Issuer'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. This price reflects the weighted average purchase price for open-market purchase orders placed by the Reporting Person with its broker on May 26, 2016, within a $1.00 range. The actual prices for these transactions range from $11.06 to $11.85, inclusive. The Reporting Person undertakes to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of Shares purchased at each separate price within the ranges set forth in footnotes (2) through (7) to this Form 4.

3. This price reflects the weighted average purchase price for open-market purchase orders placed by the Reporting Person with its broker on May 26, 2016, within a $1.00 range. The actual prices for these transactions range from $12.12 to $13.00, inclusive.

4. This price reflects the weighted average purchase price for open-market purchase orders placed by the Reporting Person with its broker on May 26, 2016, within a $1.00 range. The actual prices for these transactions range from $13.17 to $13.25, inclusive.

5. This price reflects the weighted average purchase price for open-market purchase orders placed by the Reporting Person with its broker on May 27, 2016, within a $1.00 range. The actual prices for these transactions range from $12.99 to $13.50, inclusive.

6. This price reflects the weighted average purchase price for open-market purchase orders placed by the Reporting Person with its broker on May 27, 2016, within a $1.00 range. The actual prices for these transactions range from $14.00 to $14.3099, inclusive.

7. This price reflects the weighted average purchase price for open-market purchase orders placed by the Reporting Person with its broker on May 31, 2016, within a $1.00 range. The actual prices for these transactions range from $13.74 to $14.48, inclusive.

8. 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.

9. The Reporting Person is the investment manager of each of the Kestrel Fund, LP, the Willet Fund, LP, the CD Fund, LP, the Mallard Fund, LP, the Yellow Warbler, LP and Redbird Life Sciences Partners. The Reporting Person disclaims beneficial ownership of the shares except to the extent of its 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.

Remarks:

Mr. McGaughy, Jr., a co-director and co-shareholder of the Reporting Person, serves on the Issuer's Board of Directors (the "Board") as a representative of the Reporting Person. By virtue of his representation on the Board, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Reporting Person is deemed to be a director by deputization.

	/s/ John Bateman, Chief Operating Officer of CPMG, Inc.	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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Reata Pharmaceuticals (RETA) Form 4Change in insider ownership