Sec Form 4 Filing - ROSE WILLIAM @ REATA PHARMACEUTICALS INC - 2016-12-29

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person ROSE WILLIAM 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 (Last) (First) (Middle) 3963 MAPLE AVENUE, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 12/29/2016 (Street) DALLAS, TX75219 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 12/29/2016 J( 1 ) 145,454 D $ 0 811,546 I By Puffin ( 4 ) Class A Common Stock 12/29/2016 J( 2 ) 37,909 A $ 0 180,909 I By Montrose ( 5 ) Class A Common Stock 12/29/2016 J( 3 ) 12,091 A $ 0 13,517 D ( 6 ) Class A Common Stock 12/29/2016 G 100,985 D $ 0 67,735 I See footnote ( 7 ) Class A Common Stock 11,618 D ( 8 ) Class A Common Stock 7,886 D ( 9 ) Class A Common Stock 29 D ( 10 ) Class A Common Stock 20 I By trust ( 11 ) Class A Common Stock 45 I By trust ( 12 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ROSE WILLIAM 3963 MAPLE AVENUE, SUITE 200 DALLAS, TX75219 X X Member of 10% owner group Puffin Partners, L.P. 3963 MAPLE AVENUE, SUITE 200 DALLAS, TX75219 Member of a 10% owner group Puffin GP, LLC 3963 MAPLE AVENUE, SUITE 200 DALLAS, TX75219 Member of a 10% owner group Montrose Investments I, L.P. 3963 MAPLE AVENUE, SUITE 200 DALLAS, TX75219 Member of a 10% owner group Montrose Investments GP, LLC 3963 MAPLE AVENUE, SUITE 200 DALLAS, TX75219 Member of a 10% owner group Gale Charles E. 3963 MAPLE AVENUE, SUITE 200 DALLAS, TX75219 X Member of a 10% owner group Estate of Edward W. Rose III 3963 MAPLE AVENUE, SUITE 200 DALLAS, TX75219 X Member of a 10% owner group Signatures /s/ Charles E. Gale, Attorney-In-Fact for William E. Rose 12/29/2016 Signature of Reporting Person Date /s/ Charles E. Gale, as Co-Manager of Puffin GP, LLC, the General Partner of Puffin Partners, L.P 12/29/2016 Signature of Reporting Person Date /s/ Charles E. Gale, Co-Manager of Puffin GP, LLC 12/29/2016 Signature of Reporting Person Date /s/ Charles E. Gale, Attorney-In-Fact for Montrose Investments I, L.P. 12/29/2016 Signature of Reporting Person Date /s/ Charles E. Gale, Attorney-In-Fact for Montrose Investments GP, LLC 12/29/2016 Signature of Reporting Person Date /s/ Charles E. Gale 12/29/2016 Signature of Reporting Person Date /s/ Charles E. Gale, Executor of Estate of Edward W. Rose III 12/29/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pro rata distribution of 145,454 shares of Class A common stock from Puffin to its limited partners. ( 2 )Acquisition of 37,909 shares of Class A common stock from Puffin in its pro rata distribution to its limited partners. ( 3 )Acquisition of 12,091 shares of Class A common stock from Puffin in its pro rata distribution to its limited partners. ( 4 )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. ( 5 )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. ( 6 )These shares are owned directly by Charles E. Gale. ( 7 )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. ( 8 )These shares are owned directly by William E. Rose, a director of the issuer. ( 9 )These shares are owned directly by the Evelyn P. Rose Fidelity Rollover IRA and indirectly by Evelyn P. Rose. ( 10 )These shares are owned directly by the Charles E. Gale Fidelity Rollover IRA and indirectly by Charles E. Gale. ( 11 )These shares are owned indirectly by William E. Rose, a director of the issuer, as co-trustee of the Charles Henry Rose 2001 Trust. ( 12 )These shares are owned indirectly by William E. Rose, a director of the issuer, as co-trustee of the John William Rose 2002 Trust.

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.

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).

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