Sec Form 4 Filing - ROSE WILLIAM @ REATA PHARMACEUTICALS INC - 2016-06-01

Insider filing report for Changes in Beneficial Ownership
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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 _____ 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)
06/01/2016
(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 06/01/2016 C( 1 ) 11,618 A 11,618 D ( 2 )
Class A Common Stock 06/01/2016 C( 1 ) 168,720 A 168,720 D ( 3 )
Class A Common Stock 06/01/2016 C( 1 ) 7,886 A 7,886 D ( 4 )
Class A Common Stock 06/01/2016 C( 1 ) 1,426 A 1,426 D ( 5 )
Class A Common Stock 06/01/2016 C( 1 ) 29 A 29 D ( 5 )
Class A Common Stock 06/01/2016 C( 1 ) 20 A 20 I By trust ( 7 )
Class A Common Stock 06/01/2016 C( 1 ) 45 A 45 I By trust ( 8 )
Class A Common Stock 06/01/2016 P 957,000 A $ 11 957,000 I By Puffin ( 9 )
Class A Common Stock 06/01/2016 P 143,000 A $ 11 143,000 I By Montrose ( 10 )
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
Class B Common Stock ( 1 ) 06/01/2016 C 11,618 ( 1 ) ( 1 ) Class A Common Stock 11,618 $ 0 129,308 D ( 2 )
Class B Common Stock ( 1 ) 06/01/2016 C 168,720 ( 1 ) ( 1 ) Class A Common Stock 168,720 $ 0 1,877,998 D ( 3 )
Class B Common Stock ( 1 ) 06/01/2016 C 7,886 ( 1 ) ( 1 ) Class A Common Stock 7,886 $ 0 87,776 D ( 4 )
Class B Common Stock ( 1 ) 06/01/2016 C 1,426 ( 1 ) ( 1 ) Class A Common Stock 1,426 $ 0 15,869 D ( 5 )
Class B Common Stock ( 1 ) 06/01/2016 C 29 ( 1 ) ( 1 ) Class A Common Stock 29 $ 0 313 D ( 6 )
Class B Common Stock ( 1 ) 06/01/2016 C 20 ( 1 ) ( 1 ) Class A Common Stock 20 $ 0 215 I By trust ( 7 )
Class B Common Stock ( 1 ) 06/01/2016 C 45 ( 1 ) ( 1 ) Class A Common Stock 45 $ 0 492 I By trust ( 8 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ROSE WILLIAM
3963 MAPLE AVENUE, SUITE 200
DALLAS, TX75219
X Member of 10% owner group
Estate of Edward W. Rose III
3963 MAPLE AVENUE, SUITE 200
DALLAS, TX75219
X Member of a 10% owner group
Rose Evelyn P.
3963 MAPLE AVENUE, SUITE 200
DALLAS, TX75219
Member of a 10% owner group
Edward W. Rose Fidelity Rollover IRA
3963 MAPLE AVENUE, SUITE 200
DALLAS, TX75219
Member of a 10% owner group
Gale Charles E.
3963 MAPLE AVENUE, SUITE 200
DALLAS, TX75219
Member of a 10% owner group
Charles E. Gale Fidelity Rollover IRA
3963 MAPLE AVENUE, SUITE 200
DALLAS, TX75219
Member of a 10% owner group
Charles Henry Rose 2001 Trust
3963 MAPLE AVENUE, SUITE 200
DALLAS, TX75219
Member of a 10% owner group
John William Rose 2002 Trust
3963 MAPLE AVENUE, SUITE 200
DALLAS, TX75219
Member of a 10% owner group
Signatures
/s/ Charles E. Gale, Attorney-In-Fact for William E. Rose 06/01/2016
Signature of Reporting Person Date
/s/ Charles E. Gale, Executor 06/01/2016
Signature of Reporting Person Date
/s/ Charles E. Gale, Attorney-In-Fact for Evelyn P. Rose 06/01/2016
Signature of Reporting Person Date
/s/ Charles E. Gale, Executor 06/01/2016
Signature of Reporting Person Date
/s/ Charles E. Gale 06/01/2016
Signature of Reporting Person Date
/s/ Charles E. Gale, Authorized Signatory 06/01/2016
Signature of Reporting Person Date
/s/ Charles E. Gale, Attorney-In-Fact for Charles Henry Rose 2001 Trust 06/01/2016
Signature of Reporting Person Date
/s/ Charles E. Gale, Attorney-In-Fact for John William Rose 2002 Trust 06/01/2016
Signature of Reporting Person Date
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 )These shares are owned directly by William E. Rose, a director of the issuer.
( 3 )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.
( 4 )These shares are owned directly by Edward W. Rose Fidelity Rollover IRA and indirectly by Evelyn P. Rose.
( 5 )These shares are owned directly by Charles E. Gale.
( 6 )These shares are owned directly by the Charles E. Gale Fidelity Rollover IRA and indirectly by Charles E. Rose.
( 7 )These shares are owned indirectly by William E. Rose, a director of the issuer, as co-trustee of the Charles Henry Rose 2001 Trust.
( 8 )These shares are owned indirectly by William E. Rose, a director of the issuer, as co-trustee of the John William Rose 2002 Trust.
( 9 )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.
( 10 )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.

Remarks:
Each Reporting Owner disclaims beneficial ownership of the reporting securities in excess of their pecuniary interests therein.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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