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

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 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) 03/01/2023 (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 03/01/2023 C 75,000 A 111,158 ( 2 ) D Class A common stock 03/02/2023 S 8,104 D $ 81.49 ( 3 ) 103,054 D Class A common stock 03/02/2023 S 12,132 D $ 82.2 ( 4 ) 90,922 D Class A common stock 03/02/2023 S 9,660 D $ 83.31 ( 5 ) 81,262 D Class A common stock 03/02/2023 S 7,439 D $ 84.33 ( 6 ) 73,823 D Class A common stock 03/02/2023 S 6,395 D $ 85.25 ( 7 ) 67,428 D Class A common stock 03/02/2023 S 3,475 D $ 86.44 ( 8 ) 63,953 D Class A common stock 03/02/2023 S 4,034 D $ 87.61 ( 9 ) 59,919 D Class A common stock 03/02/2023 S 12,826 D $ 88.59 ( 10 ) 47,093 D Class A common stock 03/02/2023 S 5,742 D $ 89.49 ( 11 ) 41,351 D Class A common stock 03/02/2023 S 4,623 D $ 90.57 ( 12 ) 36,728 D Class A common stock 03/02/2023 S 570 D $ 91.12 ( 13 ) 36,158 D Class A common stock 12,500 I By The 2021 JWH GRAT Class A common stock 1,583 I By Connor Warren Huff Exempt Trust Dated 9/23/2019 Class A common stock 1,583 I By Dillon Bailey Huff Exempt Trust Dated 9/23/2019

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 ( 1 ) 03/01/2023 C 75,000 ( 1 ) ( 1 ) Class A common stock 75,000 ( 1 ) 212,903 ( 2 ) D Class B common stock ( 1 ) ( 1 ) ( 1 ) Class A common stock 17,617 17,617 I By Connor Warren Huff Exempt Trust Dated 9/23/2019 Class B common stock ( 1 ) ( 1 ) ( 1 ) Class A common stock 17,617 17,617 I By Dillon Bailey Huff Exempt Trust Dated 9/23/2019 Employee Stock Option (right to buy) $ 11 ( 14 ) 05/25/2026 Class B common stock ( 1 ) 51,818 51,818 ( 2 ) D Employee Stock Option (right to buy) $ 22.57 ( 15 ) 12/07/2026 Class B common stock ( 1 ) 99,950 99,950 ( 2 ) D Employee Stock Option (right to buy) $ 24.75 ( 16 ) 12/06/2027 Class B common stock ( 1 ) 124,600 124,600 ( 2 ) D Employee Stock Option (right to buy) $ 55.73 ( 17 ) 01/02/2029 Class B common stock ( 1 ) 57,250 57,250 ( 2 ) D Employee Stock Option (right to buy) $ 55.73 ( 18 ) 01/02/2029 Class B common stock ( 1 ) 28,625 28,625 ( 2 ) D Employee Stock Option (right to buy) $ 55.73 ( 19 ) 01/02/2029 Class B common stock ( 1 ) 28,625 28,625 ( 2 ) D Employee Stock Option (right to buy) $ 207.2 ( 20 ) 01/02/2030 Class B common stock ( 1 ) 20,133 20,133 ( 2 ) D Employee Stock Option (right to buy) $ 121.29 ( 21 ) 01/04/2031 Class A common stock 23,968 23,968 ( 2 ) D Employee Stock Option (right-to-buy) $ 36.71 ( 22 ) 01/03/2033 Class A common stock 146,824 146,824 ( 2 ) 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 03/03/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )Since the date of the reporting person's last ownership report, he transferred 287,903 shares of Class B common stock, and employee stock options to purchase 410,735 shares of Class B common stock, options to purchase 64,758 shares of Class A common stock and RSUs to purchase 10,867 shares of Class A common stock to his ex-spouse pursuant to a domestic relations order. The reporting person no longer reports as beneficially owned any securities owned by his ex-spouse. ( 3 )The price reported in Column 4 is a weighted average price. These shares were sol d in multiple transactions on one day at prices ranging from $80.85 to $81.84. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. ( 4 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions on one day at prices ranging from $81.86 to $82.85. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. ( 5 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions on one day at prices ranging from $82.87 to $83.86. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. ( 6 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions on one day at prices ranging from $83.89 to $84.87. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. ( 7 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions on one day at prices ranging from $84.90 to $85.70. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. ( 8 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions on one day at prices ranging from $86.01 to $87.00. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. ( 9 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions on one day at prices ranging from $87.02 to $88.00. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. ( 10 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions on one day at prices ranging from $88.10 to $89.09. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. ( 11 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions on one day at prices ranging from $89.11 to $90.105. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. ( 12 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions on one day at prices ranging from $90.11 to $91.10. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. ( 13 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions on one day at prices ranging from $91.12 to $91.14. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. ( 14 )The options vested in sixteen equal quarterly installments beginning on August 25, 2016. ( 15 )The options vested in twenty equal quarterly installments beginning on March 7, 2017, subject to continued service through each vesting date. ( 16 )The options vested in sixteen equal quarterly installments beginning on March 6, 2018, subject to continued service through each vesting date. ( 17 )The options vested in sixteen equal quarterly installments beginning on April 2, 2019, subject to continued service through each vesting date. ( 18 )On October 14, 2019, based on the satisfaction of certain performance criteria, the option vested as to 7,156 shares and the option was set to vest as to 21,469 shares in twelve equal quarterly installments beginning on January 14, 2020, subject to continued service through each vesting date. This vesting schedule has been updated to reflect the transfer of options to the reporting person's ex-spouse as described in footnote 2 above. ( 19 )On November 11, 2019, based on the satisfaction of certain performance criteria, the option vested as to 7,156 shares and the option was set to vest as to 21,469 shares in twelve equal quarterly installments beginning on February 11, 2020, subject to continued service through each vesting date. This vesting schedule has been updated to reflect the transfer of options to the reporting person's ex-spouse as described in footnote 2 above. ( 20 )The options vest in sixteen equal quarterly installments beginning on April 2, 2020, subject to continued service through each vesting date. ( 21 )The options vest in sixteen equal quarterly installments beginning on April 4, 2021, subject to continued service through each vesting date. ( 22 )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.

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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