Sec Form 4 Filing - ROSE WILLIAM @ REATA PHARMACEUTICALS INC - 2023-09-26

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) _____ Other (specify below) (Last) (First) (Middle) 4215 WEST LOVERS LANE, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 09/26/2023 (Street) DALLAS, TX75209 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 09/26/2023 D 379,281 D 0 I By trust ( 3 ) Class A common stock 09/26/2023 D 11,618 D 0 D ( 4 ) Class A common stock 09/26/2023 D 19,795 D 0 D ( 5 ) Class A common stock 09/26/2023 D 7,886 D 0 I See Footnote ( 6 ) Class A common stock 09/26/2023 D 20 D 0 I By trust ( 7 ) Class A common stock 09/26/2023 D 45 D 0 I By trust ( 8 ) Class A common stock 09/26/2023 D 29 D 0 I See Footnote ( 9 ) Class A common stock 09/26/2023 D 180,909 D 0 I See Footnote ( 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 ( 12 ) 09/26/2023 D 129,308 ( 12 ) ( 12 ) Class A common stock 129,308 ( 1 ) ( 2 ) 0 D ( 4 ) Class B Common Stock ( 12 ) 09/26/2023 D 1,732,998 ( 12 ) ( 12 ) Class A common stock 1,732,998 ( 1 ) ( 2 ) 0 I See Footnote ( 3 ) Class B Common Stock ( 12 ) 09/26/2023 D 87,776 ( 12 ) ( 12 ) Class A common stock 87,776 ( 1 ) ( 2 ) 0 I See Footnote ( 6 ) Class B Common Stock ( 12 ) 09/26/2023 D 29,215 ( 12 ) ( 12 ) Class A common stock 29,215 ( 1 ) ( 2 ) 0 I See Footnote ( 7 ) Class B Common Stock ( 12 ) 09/26/2023 D 29,492 ( 12 ) ( 12 ) Class A common stock 29,492 ( 1 ) ( 2 ) 0 I See Footnote ( 8 ) Class B Common Stock ( 12 ) 09/26/2023 D 313 ( 12 ) ( 12 ) Class A common stock 313 ( 1 ) ( 2 ) 0 I See Footnote ( 9 ) Class B Common Stock ( 12 ) 09/26/2023 D 29,000 ( 12 ) ( 12 ) Class A common stock 29,000 ( 1 ) ( 2 ) 0 I See Footnote ( 11 ) Stock Option (right to buy) $ 130.92 09/26/2023 D 6,300 ( 1 )( 2 ) 06/10/2030 Class A common stock 6,300 ( 1 ) ( 2 ) 0 D Stock Option (right to buy) $ 130.92 09/26/2023 D 760 ( 1 )( 2 ) 06/10/2030 Class A common stock 760 ( 1 ) ( 2 ) 0 D Stock Option (right to buy) $ 146.01 09/26/2023 D 5,000 ( 1 )( 2 ) 06/10/2031 Class A common stock 5,000 ( 1 ) ( 2 ) 0 D Stock Option (right to buy) $ 146.01 09/26/2023 D 810 ( 1 )( 2 ) 06/10/2031 Class A common stock 810 ( 1 ) ( 2 ) 0 D Stock Option (right to buy) $ 34.76 09/26/2023 D 11,240 ( 1 )( 2 ) 06/08/2032 Class A common stock 11,240 ( 1 ) ( 2 ) 0 D Stock Option (right to buy) $ 34.76 09/26/2023 D 3,330 ( 1 )( 2 ) 06/08/2032 Class A common stock 3,330 ( 1 ) ( 2 ) 0 D Stock Option (right to buy) $ 93.61 09/26/2023 D 4,275 ( 1 )( 2 ) 06/07/2033 Class A common stock 4,275 ( 1 ) ( 2 ) 0 D Stock Option (right to buy) $ 93.61 09/26/2023 D 1,085 ( 1 )( 2 ) 06/07/2033 Class A common stock 1,085 ( 1 ) ( 2 ) 0 D Stock Option (right to buy) $ 22.57 09/26/2023 D 6,000 ( 1 )( 2 ) 12/07/2026 Class B common stock 6,000 ( 1 ) ( 2 ) 0 D Stock Option (right to buy) $ 22.57 09/26/2023 D 1,758 ( 1 )( 2 ) 12/07/2026 Class B common stock 1,758 ( 1 ) ( 2 ) 0 D Stock Option (right to buy) $ 25.52 09/26/2023 D 6,000 ( 1 )( 2 ) 06/14/2027 Class B common stock 6,000 ( 1 ) ( 2 ) 0 D Stock Option (right to buy) $ 25.52 09/26/2023 D 2,928 ( 1 )( 2 ) 06/14/2027 Class B common stock 2,928 ( 1 ) ( 2 ) 0 D Stock Option (right to buy) $ 39.48 09/26/2023 D 8,000 ( 1 )( 2 ) 06/13/2028 Class B common stock 8,000 ( 1 ) ( 2 ) 0 D Stock Option (right to buy) $ 39.48 09/26/2023 D 1,958 ( 1 )( 2 ) 06/13/2028 Class B common stock 1,958 ( 1 ) ( 2 ) 0 D Stock Option (right to buy) $ 88.75 09/26/2023 D 9,000 ( 1 )( 2 ) 06/12/2029 Class B common stock 9,000 ( 1 ) ( 2 ) 0 D Stock Option (right to buy) $ 88.75 09/26/2023 D 978 ( 1 )( 2 ) 06/12/2029 Class B common stock 978 ( 1 ) ( 2 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ROSE WILLIAM 4215 WEST LOVERS LANE, SUITE 200 DALLAS, TX75209 X Signatures /s/ Charles E. Gale, Attorney-In-Fact for William E. Rose 09/26/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the Agreement and Plan of Merger, dated July 28, 2023, by and among the Issuer, Biogen Inc. ("Biogen") and River Acquisition, Inc., the Issuer became a wholly-owned subsidiary of Biogen upon consummation of the merger (the "Effective Time"). At the Effective Time, (a) each of the Issuer's outstanding shares of Class A common stock and Class B common stock (collectively, "Common Stock") was canceled and extinguished and automatically converted into the right to receive $172.50 in cash (the "Merger Consideration"), without interest, less any withholding taxes, (b) each of the Issuer's outstanding restricted stock units ("RSUs") was automatically canceled and terminated and converted into the right to receive an amount in cash equal to the product of (i) the number of shares of the Issuer's Common Stock underlying such RSU immediately prior to the Effective Time multiplied by (ii) the Merger Consideration, (Continued in Footnote 2) ( 2 )(Continued from Footnote 1) without interest, subject to any applicable withholding taxes, and (c) each of the Issuer's outstanding unexercised stock options, whether vested or unvested, was automatically canceled and terminated and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the number of shares of the Issuer's Common Stock underlying such option immediately prior to the Effective Time multiplied by (ii) the amount, if any, by which the Merger Consideration exceeded the exercise price per share of such option, subject to any applicable withholding taxes. As a result, stock options with a per share exercise price equal to or greater than the Merger Consideration were canceled without additional consideration. ( 3 )These shares were owned directly by the Evelyn Potter Rose Survivor's Trust, for which Charles E. Gale and Evelyn P. Rose serve as co-trustees. ( 4 )These shares were owned directly by William E. Rose, a director of the Issuer. ( 5 )These shares were owned directly by Charles E. Gale. ( 6 )These shares were owned directly by Evelyn P. Rose Fidelity SEP IRA and indirectly by Evelyn R. Rose. ( 7 )These shares were owned indirectly by William E. Rose, a director of the Issuer, as co-trustee of the Charles Henry Rose 2001 Trust. ( 8 )These shares were owned indirectly by William E. Rose, a director of the Issuer, as co-trustee of the John William Rose 2002 Trust. ( 9 )These shares were owned directly by the Charles E. Gale Fidelity Rollover IRA and indirectly by Charles E. Gale. ( 10 )These shares were 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. ( 11 )These shares were owned indirectly by William E. Rose, a director of the Issuer, as co-trustee of the Edward Alexander Rose 1999 Trust. ( 12 )The Class B common stock was 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 had no expiration date.

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