Sec Form 3 Filing - BIOGEN INC. @ REATA PHARMACEUTICALS INC - 2023-07-28

FORM 3 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 BIOGEN INC. 2. Issuer Name and Ticker or Trading Symbol REATA PHARMACEUTICALS INC [ RETA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) See footnotes (Last) (First) (Middle) 225 BINNEY ST. 3. Date of Earliest Transaction (MM/DD/YY) 07/28/2023 (Street) CAMBRIDGE, MA02142 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 0 ( 1 ) ( 2 ) ( 3 ) I ( 1 ) ( 2 ) ( 3 ) See footnotes ( 1 ) ( 2 ) ( 3 ) Class A common stock 0 ( 4 ) I ( 4 ) See footnotes ( 4 )

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 Stock Options $ 0 ( 5 ) ( 5 ) Class A common stock 0 ( 5 ) I ( 1 ) ( 2 ) ( 3 ) ( 5 ) See footnotes ( 1 ) ( 2 ) ( 3 ) ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BIOGEN INC. 225 BINNEY ST. CAMBRIDGE, MA02142 See footnotes Signatures /s/ Wendell Taylor, Assistant Secretary 08/07/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reporting person entered into Voting and Support Agreements, dated July 28, 2023 (the "Support Agreements") with respect to the shares of class A common stock, par value $0.001 per share (the "Class A Shares"), of Reata Pharmaceuticals, Inc. (the "Issuer") and class B common stock, par value, $0.001 per share (the "Class B Shares" and, together with the Class A Shares, the "Reata Shares"), of the Issuer held by each of (i) J. Warren Huff, (ii) The 2021 JWH GRAT, (iii) R. Kent McGaughy, Jr., (iv) Lagos Trust, (v) Traweek Children's Trust, (vi) CPMG, Inc., (vii) William E. Rose; (viii) the Charles Henry Rose 2001 Trust, (ix) the John William Rose 2002 Trust, (x) Montrose Investments I, L.P., (xi) Montrose Investments GP, LLC, (xii) Evelyn P. Rose; (xiii) Evelyn P. Rose Fidelity SEP IRA, (xiv) Evelyn Potter Rose Survivor's Trust, (xv) Charles E. Gale and (xvi) an IRA created for Mr. Gale's benefit (each, a "Holder" and, collectively, the "Holders"). ( 2 )The Class B Shares are convertible to Class A Shares on a one-to-one basis. By virtue of entering into Voting and Support Agreements, dated July 28, 2023, with each of the Holders, the reporting person on this Form 3 may be deemed to be a member of a "group" for purposes of Section 13(d) of the Securities and Exchange Act of 1934, as amended (the "Exchange Act") with respect to the securities held by parties who continue to be bound by the Support Agreements, which such "group" beneficially own (as defined in Section 13(d) of the Exchange Act), in the aggregate, more than 10% of the outstanding Class A Shares. Pursuant to the Support Agreements, the Holders agreed to irrevocably and unconditionally appoint the reporting person, or any person designated by the reporting person, as its proxy and attorney-in-fact to vote such Holders' Reata Shares. ( 3 )The Support Agreements do not provide the reporting person with a pecuniary interest in the Class A Shares and as such the reporting person is not a beneficial owner for purposes of Section 16 of the Exchange Act. ( 4 )Mr. Huff holds Restricted Stock Units ("RSUs") in the amount and on the terms reported on Mr. Huff''s Form 4 filings with respect to the Issuer, as amended. The Support Agreements do not provide the reporting person with a pecuniary interest in the Class A Shares underlying such RSUs and as such the reporting person is not a beneficial owner for purposes of Section 16 of the Exchange Act. ( 5 )Each of Messrs Huff, McGaughy, Jr. and Rose hold options for Class A Shares and Class B Shares (collectively, the "Options"), which are currently exercisable or exercisable within 60 days of the date hereof, in the amount and on the terms reported on each of Messrs Huff, McGaughty, Jr. and Rose's Form 4 filings with respect to the Issuer, as amended. The Support Agreements do not provide the reporting person with a pecuniary interest in the Class A Shares underlying such Options and as such the reporting person is not a beneficial owner for purposes of Section 16 of the Exchange Act.

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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