SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Huff James Warren

(Last)

(First)

(Middle)

5320 LEGACY DRIVE

(Street)

PLANO

75024

(City)

(State)

(Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/03/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	01/03/2023		A		47,025⁽¹⁾	A	$0.00	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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	$0.00	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 common 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

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.

Remarks:

	/s/ Tracy Herson, attorney-in-fact	01/04/2023
	** Signature of Reporting Person	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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