Sec Form 4 Filing - Huff James Warren @ REATA PHARMACEUTICALS INC - 2023-01-03

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Huff James Warren 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 X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) 5320 LEGACY DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 01/03/2023 (Street) PLANO, TX75024 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 01/03/2023 A 47,025( 1 ) A $ 0 47,025 D Class A common stock 12,500( 2 ) I By The 2021 JWH GRAT Class A common stock 12,500( 3 ) I By The 2021 WBH GRAT Class A common stock 1,583 I By Huff 2010 Descendants' Trust FBO Connor Huff Class A common stock 1,583 I By Huff 2010 Descendants' Trust FBO Dillon Huff

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 ( 4 ) ( 4 ) ( 4 ) Class A common stock 575,806 575,806 D Class B common stock ( 4 ) ( 4 ) ( 4 ) Class A common stock 17,617 17,617 I By Huff 2010 Descendants' Trust FBO Connor Huff Class B common stock ( 4 ) ( 4 ) ( 4 ) Class A common stock 17,617 17,617 I By Huff 2010 Descendants' Trust FBO Dillon Huff Employee Stock Option (right-to-buy) $ 36.71 01/03/2023 A 190,950 ( 5 ) 01/03/2033 Class A common stock 190,950 $ 0 190,950 D Employee Stock Option (right to buy) $ 11 ( 6 ) 05/25/2026 Class B common stock( 4 ) 103,636 103,636 D Employee Stock Option (right to buy) $ 22.57 ( 7 ) 12/07/2026 Class B common stock( 4 ) 199,900 199,900 D Employee Stock Option (right to buy) $ 24.75 ( 8 ) 12/06/2027 Class B common stock( 4 ) 249,200 249,200 D Employee Stock Option (right to buy) $ 55.73 ( 9 ) 01/02/2029 Class B common stock( 4 ) 114,500 114,500 D Employee Stock Option (right to buy) $ 55.73 ( 10 ) 01/02/2029 Class B common stock( 4 ) 57,250 57,250 D Employee Stock Option (right to buy) $ 55.73 ( 11 ) 01/02/2029 Class B common stock( 4 ) 57,250 57,250 D Employee Stock Option (right to buy) $ 207.2 ( 12 ) 01/02/2030 Class B com mon stock( 4 ) 40,000 40,000 D Employee Stock Option (right to buy) $ 121.29 ( 13 ) 01/04/2031 Class A common stock 44,600 44,600 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Huff James Warren 5320 LEGACY DRIVE PLANO, TX75024 X Chief Executive Officer Signatures /s/ Tracy Herson, attorney-in-fact 01/04/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares represent Restricted Stock Units, which vest 1/16th of each grant on March 6, May 15, August 15, and November 15 of each year, subject to continued service through each vesting date. ( 2 )Includes shares of Class A common stock previously held by The 2019 JWH GRAT and The 2020 JWH GRAT, which were transferred to The 2021 JWH GRAT. ( 3 )Includes shares of Class A common stock previously held by The 2019 WBH GRATand The 2020 WBH GRAT, which were transferred to The 2021 WBH GRAT. ( 4 )The Class B common stock is 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 has no expiration date. ( 5 )The options vest 1/16th of each grant on March 6, May 15, August 15, and November 15 of each year, subject to continued service through each vesting date. ( 6 )The options vested in sixteen equal quarterly installments beginning on August 25, 2016. ( 7 )The options vest in twenty equal quarterly installments beginning on March 7, 2017, subject to continued service through each vesting date. ( 8 )The options vest in sixteen equal quarterly installments beginning on March 6, 2018, subject to continued service through each vesting date. ( 9 )The options vest in sixteen equal quarterly installments beginning on April 2, 2019, subject to continued service through each vesting date. ( 10 )On October 14, 2019, based on the satisfaction of certain performance criteria, the option vested as to 14,312 shares and the option was set to vest as to 42,938 shares in twelve equal quarterly installments beginning on January 14, 2020, subject to continued service through each vesting date. ( 11 )On November 11, 2019, based on the satisfaction of certain performance criteria, the option vested as to 14,312 shares and the option was set to vest as to 42,938 shares in twelve equal quarterly installments beginning on February 11, 2020, subject to continued service through each vesting date. ( 12 )The options vest in sixteen equal quarterly installments beginning on April 2, 2020, subject to continued service through each vesting date. ( 13 )The options vest in sixteen equal quarterly installments beginning on April 4, 2021, subject to continued service through each vesting date.

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.