Huff James Warren Form 5 REATA PHARMACEUTICALS / James Warren Huff ownership change

SEC Form 5

FORM 5

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

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

Huff James Warren

(Last)

(First)

(Middle)

5320 LEGACY DRIVE

(Street)

PLANO

75024

(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
X	Officer (give title below)	Other (specify below)
Chief Executive Officer

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2020

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 at end of Issuer's Fiscal Year (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)	3. Transaction Code (Instr. 8)	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							9,126	I	By The 2019 JWH GRAT
Class A common stock							9,126	I	By The 2019 WBH GRAT
Class A common stock							3,374	I	By The 2020 JWH GRAT
Class A common stock							3,374	I	By The 2020 WBH GRAT
Class A common stock							1,583	I	By Huff 2010 Descendants' Trust FBO Connor Huff
Class A common stock							1,583	I	By Huff 2010 Descendants' Trust FBO Dillon Huff

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)	4. Transaction Code (Instr. 8)	(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⁾	12/22/2020		G⁽²⁾		67,500	⁽¹⁾	⁽¹⁾	Class A common stock	67,500	$0.00	575,806	D
Class B common stock	⁽¹⁾	12/22/2020		G⁽³⁾		67,500	⁽¹⁾	⁽¹⁾	Class A common stock	67,500	$0.00	575,806	D
Class B common stock	⁽¹⁾	12/22/2020		G⁽²⁾	67,500		⁽¹⁾	⁽¹⁾	Class A common stock	67,500	$0.00	0	I	By spouse
Class B common stock	⁽¹⁾	12/22/2020		G⁽⁴⁾		67,500	⁽¹⁾	⁽¹⁾	Class A common stock	67,500	$0.00	0	I	By spouse
Class B common stock	⁽¹⁾						⁽¹⁾	⁽¹⁾	Class A common stock	17,617		17,617	I	By Huff 2010 Descendants' Trust FBO Connor Huff
Class B common stock	⁽¹⁾						⁽¹⁾	⁽¹⁾	Class A common stock	17,617		17,617	I	By Huff 2010 Descendants' Trust FBO Dillon Huff
Employee Stock Option (right to buy)	$11						⁽⁵⁾	05/25/2026	Class B common stock⁽¹⁾	103,636		103,636	D
Employee Stock Option (right to buy)	$22.57						⁽⁶⁾	12/07/2026	Class B common stock⁽¹⁾	199,900		199,900	D
Employee Stock Option (right to buy)	$24.75						⁽⁷⁾	12/06/2027	Class B common stock⁽¹⁾	249,200		249,200	D
Employee Stock Option (right to buy)	$55.73						⁽⁸⁾	01/02/2029	Class B common stock⁽¹⁾	114,500		114,500	D
Employee Stock Option (right to buy)	$55.73						⁽⁹⁾	01/02/2029	Class B common stock⁽¹⁾	57,250		57,250	D
Employee Stock Option (right to buy)	$55.73						⁽¹⁰⁾	01/02/2029	Class B common stock⁽¹⁾	57,250		57,250	D
Employee Stock Option (right to buy)	$207.2						⁽¹¹⁾	01/02/2030	Class B common stock⁽¹⁾	40,000		40,000	D

Explanation of Responses:

1. The Class B common stock is convertible into Class A common stock on a one-for-one basis at the holder's election at any time. The conversion right of the Class B common stock has no expiration date.

2. This transaction, undertaken as part of the reporting person's estate planning, involved the partition of community property so that 67,500 shares of Class B common stock became separate property of the reporting person's spouse. The reporting person disclaims beneficial ownership of the shares held by his spouse, and this report should not be deemed an admission that the reporting person is the beneficial owner of his spouse's shares for purposes of Section 16 or for any other purpose. Although this transaction is reported as a gift, the reporting person also claims the exception provided by Rule 16a-13.

3. This transaction, undertaken as part of the reporting person's estate planning, represents the donative transfer of shares of Class B common stock to a trust for the benefit of the reporting person's spouse and children, which trust has an independent trustee.

4. This transaction, undertaken as part of the reporting person's spouse's estate planning, represents the donative transfer of shares of Class B common stock to a trust for the benefit of the reporting person and children, which trust has an independent trustee.

5. The options vested in sixteen equal quarterly installments beginning on August 25, 2016.

6. The options vest in twenty equal quarterly installments beginning on March 7, 2017, subject to continued service through each vesting date.

7. The options vest in sixteen equal quarterly installments beginning on March 6, 2018, subject to continued service through each vesting date.

8. The options vest in sixteen equal quarterly installments beginning on April 2, 2019, subject to continued service through each vesting date.

9. On October 14, 2019, based on the satisfaction of certain performance criteria, the option vested as to 14,312 shares and the option was set to vest as to 42,938 shares in twelve equal quarterly installments beginning on January 14, 2020, subject to continued service through each vesting date.

10. On November 11, 2019, based on the satisfaction of certain performance criteria, the option vested as to 14,312 shares and the option was set to vest as to 42,938 shares in twelve equal quarterly installments beginning on February 11, 2020, subject to continued service through each vesting date.

11. The options vest in sixteen equal quarterly installments beginning on April 2, 2020, subject to continued service through each vesting date.

Remarks:

	/s/ Tracy Herson, attorney-in-fact	01/06/2021
	** 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.

Huff James Warren Form 5REATA PHARMACEUTICALS / James Warren Huff ownership change