Sec Form 4 Filing - ROSE WILLIAM @ REATA PHARMACEUTICALS INC - 2018-11-13

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) 11/13/2018 (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 11/13/2018 J( 1 ) 811,546 D $ 0 0 I By Puffin ( 3 ) Class A Common Stock 11/13/2018 J( 2 ) 811,546 A $ 0 879,281 I By trust ( 4 ) Class A Common Stock 11,618 D ( 5 ) Class A Common Stock 7,886 I See Footnote ( 6 ) Class A Common Stock 20 I By trust ( 7 ) Class A Common Stock 45 I By trust ( 8 ) Class A Common Stock 13,517 D ( 9 ) Class A Common S tock 29 I See Footnote ( 10 ) Class A Common Stock 180,909 I By Montrose ( 11 )

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 Charles Henry Rose 2001 Trust 3963 MAPLE AVENUE, SUITE 200 DALLAS, TX75219 Member of 10% owner group John William Rose 2002 Trust 3963 MAPLE AVENUE, SUITE 200 DALLAS, TX75219 Member of 10% owner group Signatures /s/ Charles E. Gale, Attorney-In-Fact for Charles Henry Rose 2001 Trust 11/14/2018 Signature of Reporting Person Date /s/ Charles E. Gale, Attorney-In-Fact for John William Rose 2002 Trust 11/14/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pro rata distribution of 811, 546 shares of Class A common stock from Puffin Partners, L.P. ("Puffin"), to the Evelyn Potter Rose Survivor's Trust (the "Survivor's Trust"), its limited partner and the beneficial owner of such shares. ( 2 )Receipt of 811,546 shares of Class A common stock beneficially owned by the Survivor's Trust as a pro rata distribution from Puffin. ( 3 )These shares were owned directly by 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. ( 4 )These shares are owned directly by the Survivor's Trust, a ten percent owner of the issuer, for which Charles E. Gale and Evelyn P. Rose serve as co-trustees. ( 5 )These shares are owned directly by William E. Rose, a director of the issuer. ( 6 )These shares are owned directly by Evelyn P. Rose Fidelity Rollover IRA and indirectly by Evelyn P. 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 Charles E. Gale. ( 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 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: 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, Evelyn P. Rose, Evelyn P. Rose Fidelity Rollover IRA, Evelyn Potter Rose Survivor's Trust, 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"). As a result of the transaction reported in this Form 4, Puffin Partners, L.P. and Puffin GP, LLC are exiting the group.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.Form 2 of 2.

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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