Sec Form 4 Filing - CPMG Inc @ REATA PHARMACEUTICALS INC

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

CPMG Inc

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)	_____ Other (specify below)

(Last)

(First)

(Middle)

2000 MCKINNEY AVE., STE 2125

3. Date of Earliest Transaction (MM/DD/YY)
06/22/2017

(Street)

DALLAS, TX75201

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)
1.Title of Security (Instr. 3)	2. Transaction Date (MM/DD/YY)	2A. Deemed Execution Date, if any (MM/DD/YY)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A common stock	06/22/2017		C		211,708	A		442,560	I ^{( 2 )}	By Gallopavo, LP ^{( 2 )}
Class A common stock	06/22/2017		C		386,285	A		697,032	I ^{( 2 )}	By Roadrunner Fund, LP ^{( 2 )}
Class A common stock	06/22/2017		C		33,656	A		86,925	I ^{( 2 )}	By Blackwell Partners LLC - Series A ^{( 2 )}
Class A common stock	06/22/2017		C		110,640	A		110,640	I ^{( 2 )}	By Killdeer Fund, LP ^{( 2 )}
Class A common stock								109,415	I ^{( 2 )}	By Mallard Fund, LP ^{( 2 )}
Class A common stock								333,533	I ^{( 2 )}	By Yellow Warbler, LP ^{( 2 )}
Class A common stock								280,500	I ^{( 2 )}	By Willet Fund, LP ^{( 2 )}
Class A common stock								37,909	I ^{( 2 )}	By Crested Crane, LP ^{( 2 )}
Class A common stock								63,481	I ^{( 2 )}	By Flamingo Fund, LP ^{( 2 )}
Class A common stock								334,740	I ^{( 2 )}	By Sandpiper Fund, LP ^{( 2 )}
Class A common stock								160,265	I ^{( 2 )}	By Kestrel Fund, LP ^{( 2 )}
Class A common stock								11,076	I ^{( 2 )}	By CD Fund, LP ^{( 2 )}
Class A common stock								134	I ^{( 2 )}	By Redbird Life Sciences Partners, LP ^{( 2 )}
Class A common stock								113	D

**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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	^{( 1 )}	06/22/2017		P		102,120		^{( 1 )}	^{( 1 )}	Class A Common Stock	102,120	$ 25 ^{( 3 )}	114,946	I	By Willet Fund, LP ^{( 2 )}
Class B Common Stock	^{( 1 )}	06/22/2017		P		355,591		^{( 1 )}	^{( 1 )}	Class A Common Stock	355,591	$ 25 ^{( 3 )}	993,929	I	By Yellow Warbler, LP ^{( 2 )}
Class B Common Stock	^{( 4 )}	06/22/2017		P		211,708		^{( 4 )}	^{( 4 )}	Class A Common Stock	211,708	$ 25 ^{( 3 )}	211,708	I	By Gallopavo, LP ^{( 2 )}
Class B Common Stock	^{( 4 )}	06/22/2017		P		386,285		^{( 4 )}	^{( 4 )}	Class A Common Stock	386,285	$ 25 ^{( 3 )}	386,285	I	By Roadrunner Fund, LP ^{( 2 )}
Class B Common Stock	^{( 4 )}	06/22/2017		P		33,656		^{( 4 )}	^{( 4 )}	Class A Common Stock	33,656	$ 25 ^{( 3 )}	33,656	I	By Blackwell Partners LLC - Series A ^{( 2 )}
Class B Common Stock	^{( 4 )}	06/22/2017		P		110,640		^{( 4 )}	^{( 4 )}	Class A Common Stock	110,640	$ 25 ^{( 3 )}	110,640	I	By Killdeer Fund, LP ^{( 2 )}
Class B Common Stock	^{( 4 )}	06/22/2017		C			211,708	^{( 4 )}	^{( 4 )}	Class A Common Stock	211,708	$ 0 ^{( 4 )}	0	I	By Gallopavo, LP ^{( 2 )}
Class B Common Stock	^{( 4 )}	06/22/2017		C			386,285	^{( 4 )}	^{( 4 )}	Class A Common Stock	386,285	$ 0 ^{( 4 )}	0	I	By Roadrunner Fund, LP ^{( 2 )}
Class B Common Stock	^{( 4 )}	06/22/2017		C			33,656	^{( 4 )}	^{( 4 )}	Class A Common Stock	33,656	$ 0 ^{( 4 )}	0	I	By Blackwell Partners LLC - Series A ^{( 2 )}
Class B Common Stock	^{( 4 )}	06/22/2017		C			110,640	^{( 4 )}	^{( 4 )}	Class A Common Stock	110,640	$ 0 ^{( 4 )}	0	I	By Killdeer Fund, LP ^{( 2 )}
Class B Common Stock	^{( 1 )}							^{( 1 )}	^{( 1 )}	Class A Common Stock	150,186		150,186	I	By Mallard Fund, LP ^{( 2 )}
Class B Common Stock	^{( 1 )}							^{( 1 )}	^{( 1 )}	Class A Common Stock	307,776		307,776	I	By Kestrel Fund, LP ^{( 2 )}
Class B Common Stock	^{( 1 )}							^{( 1 )}	^{( 1 )}	Class A Common Stock	123,379		123,379	I	By CD Fund, LP ^{( 2 )}
Class B Common Stock	^{( 1 )}							^{( 1 )}	^{( 1 )}	Class A Common Stock	1,490		1,490	I	By Redbird Life Sciences Partners, LP ^{( 2 )}
Class B Common Stock	^{( 1 )}							^{( 1 )}	^{( 1 )}	Class A Common Stock	1,251		1,251	D

**Reporting Owners**
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
CPMG Inc 2000 MCKINNEY AVE., STE 2125 DALLAS, TX75201	X	X

**Signatures**
/s/ John Bateman, Chief Operating Officer of CPMG, Inc.		06/23/2017
Signature of Reporting Person		Date

Explanation of Responses:

( 1 )These shares of Class B common stock are convertible into Class A common stock on a one-for-one basis at the holder's election at any time for no additional consideration, and have no expiration date.
( 2 )The Reporting Person is the investment manager of each of: Killdeer Fund, LP; Blackwell Partners LLC - Series A; Crested Crane, LP; Flamingo Fund, LP; Gallopavo, LP; Roadrunner Fund, LP; Sandpiper Fund, LP; Mallard Fund, LP; Yellow Warbler, LP; Kestrel Fund, LP; Willet Fund, LP; CD Fund, LP; and Redbird Life Sciences Partners, LP. The Reporting Person disclaims beneficial ownership of the shares except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
( 3 )These shares of Class B common stock were acquired in a private transaction with another Class B shareholder pursuant to a purchase agreement dated June 22, 2017 (the "Private Transaction").
( 4 )Because none of Blackwell Partners LLC - Series A, Gallopavo, LP, Roadrunner Fund, LP and Killdeer Fund, LP were holders of shares of Class B common stock at the time of the Private Transaction, then, pursuant to Section 4.4(b) of the Issuer's Thirteenth Amended and Restated Certificate of Incorporation, these shares of Class B common stock automatically convert into shares of Class A common stock in connection with the Private Transaction, on a one-for-one basis and for no additional consideration.

Remarks:
Mr. McGaughy, Jr., a co-director and co-shareholder of the Reporting Person, serves on the Issuer's Board of Directors (the "Board") as a representative of the Reporting Person. By virtue of his representation on the Board, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Reporting Person is deemed to be a director by deputization.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Sec Form 4 Filing - CPMG Inc @ REATA PHARMACEUTICALS INC - 2017-06-22