SEC FORM 3

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^*

McGaughy R Kent Jr

(Last)

(First)

(Middle)

C/O CPMG, INC.

2000 MCKINNEY AVE, STE 2125

(Street)

DALLAS

75201

(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)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Class B Common Stock	⁽¹⁾	⁽¹⁾	Class A common stock	303,313	⁽¹⁾	D
Class B Common Stock	⁽¹⁾	⁽¹⁾	Class A common stock	55,686	⁽¹⁾	I⁽²⁾	By Lagos Trust⁽²⁾⁽⁶⁾
Class B Common Stock	⁽¹⁾	⁽¹⁾	Class A common stock	3,389	⁽¹⁾	I⁽³⁾	By Traweek Children's Trust⁽³⁾⁽⁶⁾
Class B Common Stock	⁽¹⁾	⁽¹⁾	Class A common stock	33,217	⁽¹⁾	I⁽⁴⁾	See footnote⁽⁴⁾⁽⁶⁾
Class B Common Stock	⁽¹⁾	⁽¹⁾	Class A common stock	1,346,115	⁽¹⁾	I⁽⁵⁾	See footnote⁽⁵⁾⁽⁶⁾

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. The Reporting Person is trustee of Lagos Trust.

3. The Reporting Person is trustee of Traweek Children's Trust.

4. These shares of Class B common stock are held in escrow for a charitable donee by American Stock & Transfer Trust Company, LLC.

5. These shares of Class B common stock are held in various funds for which CPMG, Inc. serves as investment manager. The Reporting Person is a co-director and co-shareholder of CPMG, Inc.

6. The Reporting Person disclaims beneficial ownership of the shares except to the extent of his 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.

	/s/ R. Kent McGaughy, Jr.	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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