SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
Wilson Jason Douglas

(Last) (First) (Middle)
2801 GATEWAY DRIVE, SUITE 150

(Street)
IRVING TX 75063

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
05/25/2016
3. Issuer Name and Ticker or Trading Symbol
REATA PHARMACEUTICALS INC [ RETA ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
See Remarks
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Class B common stock (1)(2) (1) Class A common stock 70,469 (1) D
Employee Stock Option (Right to Buy) (3) 05/01/2018 Class B common stock(1) 2,037 $7.86 D
Employee Stock Option (Right to Buy) (4) 02/03/2019 Class B common stock(1) 930 $8.11 D
Employee Stock Option (Right to Buy) (5) 06/15/2023 Class B common stock(1) 36,441 $11.62 D
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. Of the 70,469 shares of Class B common stock, 4,741 shares are restricted stock granted on October 5, 2011, which vest in twenty equal quarterly installments beginning on January 5, 2012.
3. The option, representing a right to purchase a total of 20,375 shares, became exercisable in twenty equal quarterly installments beginning on August 1, 2008. The option was previously partially exercised with respect to 18,337 shares.
4. The option, representing a right to purchase a total of 14,889 shares, became exercisable in sixteen equal quarterly installments beginning on May 3, 2009. The option was previously partially exercised with respect 13,959 shares.
5. The option becomes exercisable in twenty equal quarterly installments beginning on September 15, 2013.
Remarks:
Chief Financial Officer and Vice President, Strategy Exhibit List: Exhibit 24 - Power of Attorney
/s/ Michael D. Wortley, attorney-in-fact 05/25/2016
** 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 5 (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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