Charles E. Gale 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)
08/18/2016

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	08/18/2016		W	V	7,886	D	$0.00	0	D(2)
Class A Common Stock	08/18/2016		W	V	7,886	A	$0.00	7,886	D(2)
Class A Common Stock								11,618	D(3)
Class A Common Stock								168,720	I	See Footnote(4)
Class A Common Stock								1,426	D(5)
Class A Common Stock								29	I	See Footnote(6)
Class A Common Stock								20	I	By trust(7)
Class A Common Stock								45	I	By trust(8)
Class A Common Stock								957,000	I	By Puffin(9)
Class A Common Stock								143,000	I	By Montrose(10)

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)	08/18/2016		W	V		87,776	(1)	(1)	Class A Common Stock	(1)	$0.00	0	D(2)
Class B Common Stock	(1)	08/18/2016		W	V	87,776		(1)	(1)	Class A Common Stock	(1)	$0.00	87,776	D(2)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	(1)		129,308	D(3)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	(1)		1,877,998	I	See Footnote(4)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	(1)		15,869	D(5)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	(1)		313	I	See Footnote(6)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	(1)		215	I	By trust(7)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	(1)		492	I	By trust(8)

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^*

Rose Evelyn P.

(Last) (First) (Middle)

3963 MAPLE AVENUE, SUITE 200

(Street)

DALLAS TX 75219

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Edward W. Rose Fidelity Rollover IRA

(Last) (First) (Middle)

3963 MAPLE AVENUE, SUITE 200

(Street)

DALLAS TX 75219

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Evelyn P. Rose Fidelity Rollover IRA

(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)

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. Following the death of Edward W. Rose III, these shares, which were owned directly by the Edward W. Rose Fidelity Rollover IRA (the "Edward Rose IRA"), were transferred pursuant to the terms of the Edward Rose IRA and for no additional consideration to the Evelyn P. Rose Fidelity Rollover IRA, as the beneficiary of the Edward Rose IRA, for the benefit of Evelyn P. Rose (Edward W. Rose III's widow). Such shares are owned indirectly by Evelyn P. Rose.

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

4. 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.

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

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

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

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

9. 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.

10. 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.

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. The Edward W. Rose Fidelity Rollover IRA no longer beneficially owns any shares of Class A Common Stock or Class B Common Stock and is no longer a member of the filing group reporting on this Form 4.

	/s/ Charles E. Gale, Attorney-In-Fact for William E. Rose	08/18/2016
	/s/ Charles E. Gale, Attorney-In-Fact for Evelyn P. Rose	08/18/2016
	/s/ Charles E. Gale, Executor (Edward W. Rose Fidelity Rollover IRA)	08/18/2016
	/s/ Charles E. Gale, Attorney-In-Fact for Evelyn P. Rose Fidelity Rollover IRA	08/18/2016
	/s/ Charles E. Gale	08/18/2016
	** 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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