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^*

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. Date of Earliest Transaction (Month/Day/Year)
07/06/2023

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	07/06/2023		A		11,656⁽¹⁾	A	$0.00	49,916⁽²⁾	D
Class A common stock	07/06/2023		A		72,564⁽³⁾	A	$0.00	122,480	D
Class A common stock								10,398⁽²⁾	I	By The 2021 JWH GRAT

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)
Employee Stock Option (right-to-buy)	$25.03	07/06/2023		A		275,436		⁽⁴⁾	09/29/2032	Class A common stock	275,436	$0.00	275,436	D
Class B common stock	⁽⁵⁾							⁽⁵⁾	⁽⁵⁾	Class A common stock	212,903		212,903	D
Employee Stock Option (right to buy)	$11							⁽⁶⁾	05/25/2026	Class B common stock⁽⁵⁾	51,818		51,818	D
Employee Stock Option (right to buy)	$22.57							⁽⁷⁾	12/07/2026	Class B common stock⁽⁵⁾	99,950		99,950	D
Employee Stock Option (right to buy)	$24.75							⁽⁸⁾	12/06/2027	Class B common stock⁽⁵⁾	124,600		124,600	D
Employee Stock Option (right to buy)	$55.73							⁽⁹⁾	01/02/2029	Class B common stock⁽⁵⁾	57,250		57,250	D
Employee Stock Option (right to buy)	$55.73							⁽¹⁰⁾	01/02/2029	Class B common stock⁽⁵⁾	28,625		28,625	D
Employee Stock Option (right to buy)	$55.73							⁽¹¹⁾	01/02/2029	Class B common stock⁽⁵⁾	28,625		28,625	D
Employee Stock Option (right to buy)	$207.2							⁽¹²⁾	01/02/2030	Class B common stock⁽⁵⁾	20,133		20,133	D
Employee Stock Option (right to buy)	$121.29							⁽¹³⁾	01/04/2031	Class A common stock	23,968		23,968	D
Employee Stock Option (right-to-buy)	$36.71							⁽¹⁴⁾	01/03/2033	Class A common stock	146,824		146,824	D

Explanation of Responses:

1. The shares represent Restricted Stock Units granted with performance criteria (PSUs). On December 17, 2020, the reporting person was granted 11,656 PSUs. On July 6, 2023, based on certain performance criteria, the PSUs vested as to 2,914 shares, with the remainder vesting 1/12th on each subsequent 3 month anniversary, subject to continued service through each vesting date.

2. Reflects the transfer of 2,102 shares of Class A common stock previously reported as indirectly held by The 2021 JWH GRAT to the Reporting Person directly.

3. The shares represent Restricted Stock Units granted with performance criteria (PSUs). On September 29, 2022, the reporting person was granted 72,564 PSUs. On July 6, 2023, based on certain performance criteria, the PSUs are set to vest 1/12th each quarter beginning on October 6, 2023, subject to continued service through each vesting date.

4. On September 29, 2022, the reporting person was granted an option to purchase 275,436 shares of Class A common stock subject to performance criteria. On July 6, 2023, based on certain performance criteria, the options are set to vest 1/12th each quarter beginning on October 6, 2023, subject to continued service through each vesting date.

5. 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.

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

7. The options vested in twenty equal quarterly installments beginning on March 7, 2017.

8. The options vested in sixteen equal quarterly installments beginning on March 6, 2018.

9. The options vested in sixteen equal quarterly installments beginning on April 2, 2019.

10. On October 14, 2019, based on the satisfaction of certain performance criteria, the option vested as to 7,156 shares and the option was set to vest as to 21,469 shares in twelve equal quarterly installments beginning on January 14, 2020, subject to continued service through each vesting date.

11. On November 11, 2019, based on the satisfaction of certain performance criteria, the option vested as to 7,156 shares and the option was set to vest as to 21,469 shares in twelve equal quarterly installments beginning on February 11, 2020, subject to continued service through each vesting date.

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

13. The options vest in sixteen equal quarterly installments beginning on April 4, 2021, subject to continued service through each vesting date.

14. The options vest 1/16th of each grant on March 6, May 15, August 15, and November 15 of each year, subject to continued service through each vesting date.

Remarks:

	/s/ Tracy Herson, attorney-in-fact	07/10/2023
	** 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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