SEC FORM 4

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)
12/14/2016

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	12/14/2016		P		670	A	$21.3651⁽¹⁾	260,146	I⁽³⁾	By Willet Fund, LP⁽³⁾
Class A common stock	12/14/2016		P		270	A	$21.3651⁽¹⁾	54,901	I⁽³⁾	By Flamingo Fund, LP⁽³⁾
Class A common stock	12/14/2016		P		1,000	A	$21.3651⁽¹⁾	199,682	I⁽³⁾	By Gallopavo, LP⁽³⁾
Class A common stock	12/14/2016		P		2,810	A	$21.3651⁽¹⁾	242,397	I⁽³⁾	By Roadrunner Fund, LP⁽³⁾
Class A common stock	12/14/2016		P		1,439	A	$21.3651⁽¹⁾	289,541	I⁽³⁾	By Sandpiper Fund, LP⁽³⁾
Class A common stock	12/15/2016		P		321	A	$22.0498⁽²⁾	260,467	I⁽³⁾	By Willet Fund, LP⁽³⁾
Class A common stock	12/15/2016		P		110	A	$22.0498⁽²⁾	55,011	I⁽³⁾	By Flamingo Fund, LP⁽³⁾
Class A common stock	12/15/2016		P		400	A	$22.0498⁽²⁾	200,082	I⁽³⁾	By Gallopavo, LP⁽³⁾
Class A common stock	12/15/2016		P		1,290	A	$22.0498⁽²⁾	243,687	I⁽³⁾	By Roadrunner Fund, LP⁽³⁾
Class A common stock	12/15/2016		P		579	A	$22.0498⁽²⁾	290,120	I⁽³⁾	By Sandpiper Fund, LP⁽³⁾
Class A common stock								36,359	I⁽³⁾	By Crested Crane, LP⁽³⁾
Class A common stock								108,285	I⁽³⁾	By Mallard Fund, LP⁽³⁾
Class A common stock								53,269	I⁽³⁾	By Blackwell Partners, LLC⁽³⁾
Class A common stock								333,021	I⁽³⁾	By Yellow Warbler, LP⁽³⁾
Class A common stock								160,265	I⁽³⁾	By Kestrel Fund, LP⁽³⁾
Class A common stock								11,076	I⁽³⁾	By CD Fund, LP⁽³⁾
Class A common stock								134	I⁽³⁾	By Redbird Life Sciences Partners, LP⁽³⁾
Class A common stock								113	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)

Explanation of Responses:

1. This price reflects the weighted average purchase price for open-market purchases on December 14, 2016, within a $1.00 range. The actual prices for these transactions range from $20.68 to $21.50, 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 (1) and (2) to this Form 4.

2. This price reflects the weighted average purchase price for open-market purchases on December 15, 2016, within a $1.00 range. The actual prices for these transactions range from $21.25 to $22.50, inclusive.

3. The Reporting Person is the investment manager of each of: Blackwell Partners, LLC; Crested Crane, LP; Flamingo Fund, LP; Gallopavo, LP; Roadrunner Fund, LP; Sandpiper Fund, LP; Mallard Fund, LP; Yellow Warbler, LP; Kestrel Fund, LP; Willet Fund, LP; CD Fund, LP; and Redbird Life Sciences Partners, LP. 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.	12/16/2016
	** 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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