SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

Reata Pharmaceuticals, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.001 per share

(Title of Class of Securities)

75615P 10 3

(CUSIP Number)

Peter Haahr

Novo Holdings A/S

(formerly known as Novo A/S)

Tuborg Havnevej 19

Hellerup, Denmark DK-2900

+45 3527 6592

Copy to:

B. Shayne Kennedy, Esq.

Latham & Watkins LLP

650 Town Center Drive, 20^th Floor

Costa Mesa, CA 92626

Telephone: (714) 540-1235

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 22, 2017

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.  ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.: 75615P 10 3

1.	Name of Reporting Person: Novo Holdings A/S (formerly known as Novo A/S)
2.	Check the Appropriate Box if a Member of Group (See Instructions): (a)  ☐        (b)  ☒
3.	SEC Use Only:
4.	Source of Funds: WC
5.	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ☐
6.	Citizenship or Place of Organization: Denmark
Number of Shares Beneficially Owned By Each Reporting Person With:		7.	Sole Voting Power: 1,794,763 (1)
		8.	Shared Voting Power: 0
		9.	Sole Dispositive Power: 1,794,763 (1)
		10.	Shared Dispositive Power: 0
11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 1,794,763 (1)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares: ☐
13.	Percent of Class Represented By Amount In Row (11): 11.3% (2)
14.	Type of Reporting Person: CO

(1) Comprised of 592,794 shares of Class A common stock and 1,201,969 shares of Class B common stock held by Novo Holdings A/S; the Class B common stock convert into Class A common stock on a one-for-one basis.

(2) Based upon 14,733,864 shares of Class A common stock and 7,631,743 shares of Class B common stock outstanding as of June 23, 2017, based on information reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “Commission”) on May 10, 2017, and assuming automatic conversion of 742,289 shares of Class B common stock upon the Sale (as defined below). Beneficial ownership is based on conversion of only the 1,201,969 shares of Class B common stock held by Novo Holdings A/S into Class A common stock on a one-for-one basis. Assuming all 7,631,743 outstanding shares of Class B common stock are converted into Class A common stock, Novo Holdings A/S would beneficially own 8.0% of the Class A common stock.

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This amendment (“Amendment No. 5”) amends the Schedule 13D originally filed with the Commission on June 2, 2016, as subsequently amended by Amendment No. 1 filed on August 5, 2016, Amendment No. 2 filed on December 9, 2016, Amendment No. 3 filed on March 3, 2017 and Amendment No. 4 filed on June 15, 2017 (collectively, the “Amended Schedule”), to update the directors and executive officers of the Reporting Person on Schedule I and to report a decrease in beneficial ownership of the Class A common stock of the Issuer held by Novo Holdings A/S resulting from the private sale of shares by Novo Holdings A/S. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Amended Schedule.

Item 2. Identity and Background

Item 2 of the Schedule is amended and replaced in its entirety as follows:

(a) The reporting person is Novo Holdings A/S (“Novo”), a Danish limited liability company that is wholly owned by Novo Nordisk Fonden (the “Foundation”), a Danish commercial foundation. Novo A/S changed its name to Novo Holdings A/S on June 23, 2017. Novo is the holding company in the Novo group of companies (currently comprised of Novo Nordisk A/S, Novozymes A/S and NNIT A/S) and is responsible for managing the Foundation’s assets, including its financial assets. Based on the governance structure of Novo and the Foundation, the Foundation is not deemed to have any beneficial ownership of the securities of the Issuer held by Novo.

The name of each director and executive officer of both Novo and the Foundation is set forth on Schedule I to this Amendment No. 5.

(b) The business address of both Novo and the Foundation is Tuborg Havnevej 19, 2900 Hellerup, Denmark.

The residence or business address of each director and executive officer of both Novo and the Foundation is set forth on Schedule I to this Amendment No. 5.

(c) Novo, a holding company that is responsible for managing the Foundation’s assets, provides seed and venture capital to development stage companies and invests in well-established companies within the life science and biotechnology sector.

The Foundation is a Danish self-governing and profit-making foundation, whose objectives are to provide a stable basis for commercial and research activities undertaken by the group of Novo companies and to support scientific, humanitarian and social purposes through grants.

(d) Within the last five years, neither Novo, the Foundation, nor any person named in Schedule I has been convicted in any criminal proceedings.

(e) Within the last five years, neither Novo, the Foundation, nor any person named in Schedule I was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 5. Interest in Securities of the Issuer

Item 5(a) of the Schedule is amended and replaced in its entirety as follows:

(a) Novo is deemed to beneficially owns an aggregate of 1,794,763 shares of Class A common stock, comprised of 592,794 shares of Class A common stock and 1,201,969 shares of Class B common stock (the “Novo Shares”), representing 11.3% of the Class A common stock based on conversion of only the 1,201,969 shares of Class B common stock held by the Novo into Class A common stock on a one-for-one basis. The Class B common stock converts on a one-for-one basis into Class A common stock at the election of the holder and upon any sale or transfer, subject to certain exceptions. Assuming all outstanding 7,631,743 shares of Class B common

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stock are converted into Class A common stock, Novo would beneficially own 8.0% of the Class A common stock. The foregoing percentage ownership calculations are based upon 14,733,864 shares of Class A common stock and 7,631,743 shares of Class B common stock outstanding as of June 23, 2017, based on information reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Commission on May 10, 2017, and assuming automatic conversion of 742,289 shares of Class B common stock upon the Sale (as defined below) based on information provided by the Issuer.

Item 5(b) of the Schedule is amended and replaced in its entirety as follows:

(b) Novo is a Danish limited liability company wholly owned by the Foundation. Novo, through its Board of Directors (the “Novo Board”), has the sole power to vote and dispose of the Novo Shares. The Novo Board, currently comprised of Sten Scheibye, Goran Ando, Jeppe Christiansen, Steen Riisgaard, Lars Rebien Sørensen and Per Wold-Olsen, may exercise voting and dispositive control over the Novo Shares only with the support of a majority of the Novo Board. As such, no individual member of the Novo Board is deemed to hold any beneficial ownership or reportable pecuniary interest in the Novo Shares. Except as described in this Amendment No. 5, neither the Foundation, Novo nor any of their respective directors or executive officers has the power to direct the vote as to, or the disposition of the Novo Shares.

Item 5(c) of the Schedule is supplemented as follows:

(c) On June 22, 2017, Novo entered into a Purchase Agreement with the Issuer and certain funds affiliated with CPMG, Inc., a Texas Corporation (“CPMG”), R. Kent McGaughy Jr., and James W. Traweek, Jr. listed on Schedule I to the Purchase Agreement (collectively, the “CPMG Purchasers”) for the sale by Novo to the CPMG Purchasers of 1,200,000 shares of the Issuer’s Class B common stock for $25.00 per share (the “Sale”). The closing of the Sale is scheduled to occur on or before June 29, 2017, subject to completion of customary deliveries. In accordance with the Issuer’s Thirteenth Amended and Restated Certificate of Incorporation, promptly following the closing of the Sale, 742,289 shares of the 1,200,000 shares of Class B common stock sold by Novo will convert to shares of Class A common stock, with 457,711 shares remaining as Class B common stock.

Other than the Sale and the sales previously reported on the Amended Schedule, Novo has not effected any transactions in the Issuer’s Common Stock within the past 60 days and neither the Foundation nor any person listed on Schedule I has effected any transactions in the Issuer’s Common Stock within the past 60 days.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Schedule is amended and supplemented by the following:

On June 22, 2017, Novo entered into a Purchase Agreement with the Issuer and the CPMG Purchasers for the Sale by Novo to the CPMG Purchasers of 1,200,000 shares of the Issuer’s Class B common stock for $25.00 per share. The closing of the Sale is scheduled to occur on or before June 29, 2017, subject to completion of customary deliveries. The Purchase Agreement contained standard representations and warranties.

In connection with the Sale, Novo entered into a Lock-up Agreement with the Issuer dated June 22, 2017 (“Lock-Up Agreement”) with respect to a potential firm commitment underwritten public offering by the Issuer (the “Offering”). Under the Lock-Up Agreement, Novo agreed that during the “Lock-Up Period” as defined below and subject to certain limited exceptions specified in the Lock-Up Agreement, Novo will not, without the prior consent of the Issuer, offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition directly or indirectly of), including the filing of a registration statement (other than the registration statement relating to the Offering by the Issuer) with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position for, any shares of capital stock of the Issuer. The “Lock-Up Period” commenced on June 22, 2017 and continues until the earlier of (a) 90 days after the signing date of the underwriting agreement for the Offering and (b) December 15, 2017.

In connection with the Sale, Novo executed a Registration Rights Agreement Acknowledgement and Waiver dated June 22, 2017 (the “Waiver”), with respect to the registration statement on Form S-3 expected to be filed by the Issuer on or about June 23, 2017 (the “Registration Statement”) and the potential one or more underwritten offerings, at-the market offerings, or other types of distributions permitted pursuant to the prospectus included in the Registration Statement (collectively, the “Proposed Offerings”). Under the Waiver, Novo declined to

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exercise and waived its rights under Section 3.1 of the Registration Rights Agreement with respect to the inclusion of any of Novo’s Registrable Securities in the Registration Statement or any Proposed Offerings. Novo further waived any defects in the notice obligations required under the Registration Rights Agreement related to the Registration Statement or the Proposed Offerings. The Waiver will be null and void as of September 1, 2017, if the Registration Statement has not been filed on or before such date.

Except for the Registration Rights Agreement described in the Amended Schedule, the Purchase Agreement, the Waiver and the Lock-Up Agreement, neither Novo, the Foundation, nor any person named in Schedule I has entered into any contracts, arrangements, understandings or relationships with respect to securities of the Issuer

Item 7. Material to be Filed as Exhibits.

Exhibit A – Purchase Agreement dated June 22, 2017

Exhibit B – Lock-Up Agreement dated June 22, 2017

Exhibit C – Registration Rights Agreement Acknowledgement and Waiver dated June 22, 2017

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: June 26, 2017	Novo Holdings A/S
	/s/ Peter Haahr
	By: Peter Haahr Its: Chief Financial Officer

Schedule I

Information regarding each director and executive officer of both Novo Holdings A/S and the Novo Nordisk Foundation is set forth below.

Novo Holdings A/S
Name, Title at Novo Holdings A/S	Address	Principal Occupation	Citizenship
Sten Scheibye Chairman of the Board	Rungsted Strandvej 197C 2960 Rungsted Kyst Denmark	Professional Board Director	Denmark
Göran Ando Director	Essex Woodlands Berkeley Square House Berkeley Square London, W1J 6BD United Kingdom	Self-employed Professional Board Director	Sweden
Jeppe Christiansen Director	Kollemose 37 2830 Virum Denmark	Chief Executive Officer Fondsmaeglerselskabet Maj Invest A/S	Denmark
Steen Riisgaard Director	Hestetangsvej 155 3520 Farum Denmark	Professional Board Director	Denmark
Per Wold-Olsen Director	T7B22 Favray Court Tigne Point TP01 Malta	Professional Board Director	Norway
Lars Rebien Sørensen, Director	Søllerødvej 83 2840 Holte Denmark	Professional Board Director	Denmark
Kasim Kutay Chief Executive Officer of Novo Holdings A/S	Bredgade 63, 3.th. 1260 Copenhagen K Denmark	Chief Executive Officer of Novo Holdings A/S	British
Peter Haahr Chief Financial Officer of Novo Holdings A/S	Ordrup Have 21 2900 Charlottenlund Denmark	Chief Financial Officer of Novo Holdings A/S	Denmark
Thomas Dyrberg Managing Partner-Ventures	Bengtasvej 9a 2900 Hellerup Denmark	Managing Partner-Ventures of Novo Holdings A/S	Denmark
Michael Shalmi Managing Partner Large Investments	Stigårdsvej 4 2900 Hellerup Denmark	Head of Large Investments, Novo Holdings A/S	Denmark
Dorte Barlebo Madsen Head of People & Organisation,	Hoffmeyersvej 13 2000 Frederiksberg Denmark	Head of People & Organisation, Novo Holdings A/S	Denmark
Morten Beck Jørgensen Managing Director, Novo Financial Investments	Ellesøpark 20, 2950 Vedbæk Denmark	Managing Director, Novo Holdings A/S Financial Investments	Denmark
Søren Møller Managing Partner, Novo Seeds	Ved Furesøen 9 2840 Holte Denmark	Managing Partner, Novo Seeds, Novo Holdings A/S	Denmark

Novo Nordisk Foundation
Name, Title at Novo Nordisk Foundation	Address	Principal Occupation	Citizenship
Sten Scheibye Chairman of the Board	Rungsted Strandvej 197C 2960 Rungsted Kyst Denmark	Professional Board Director	Denmark
Bo Ahrén Director	Merkuriusgatan 11 S-224 57 Lund Sweden	Professor of Medicine and Vice Chancellor, Lund University Lund, Sweden	Sweden
Lars Rebien Sørensen Director	Søllerødvej 83 Søllerød 2840 Holte Denmark	Professional Board Director	Denmark
Lars Fugger Director	Staunton Road 72 OX3 7TP Great Britain	Professor, John Radcliffe Hospital University of Oxford, Oxford, Great Britain	Denmark
Anne Marie Kverneland Director	Nybrovej 216 2800 Kgs. Lyngby Denmark	Laboratory Technician Novo Nordisk A/S	Denmark
Lars Bo Køppler Director	Anemonevej 7 3550 Slangerup Denmark	Technician Novozymes A/S	Denmark
Désirée J. Asgreen Director	Strandhaven 105 2665 Vallensbæk Strand Denmark	Project Director Novo Nordisk A/S	Denmark
Marianne Philip Director	Tranegårdsvej 5 2900 Hellerup Denmark	Attorney	Denmark
Steen Riisgaard Vice Chairman of the Board	Hestetangsvej 155 3520 Farum Denmark	Professional Board Director	Denmark
Birgitte Nauntofte Chief Executive Officer	Engbakkevej 24 2920 Charlottenlund Denmark	Chief Executive Officer Novo Nordisk Foundation	Denmark

EX-99.A

Exhibit A

Execution Copy

PURCHASE AGREEMENT

This Purchase Agreement, dated as of June 22, 2017, is by and among the funds listed on Schedule I hereto (each a “Purchaser” and, collectively, the “Purchasers”), Reata Pharmaceuticals, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), and Novo A/S, a Danish limited liability company in the process of changing its name to “Novo Holdings A/S” (the “Seller”). The Purchasers and the Seller are sometimes referred to collectively herein as the “Parties,” which term shall also refer to the Company for the purposes of Section 3.1, or an amendment of Section 3.1, only.

W I T N E S S E T H:

WHEREAS, the Purchasers desire to purchase from the Seller, and the Seller desires to sell to the Purchasers, the shares of Class B Common Stock of the Company set forth opposite such Purchaser’s name on Schedule I (the shares of Class B Common Stock being sold under this Agreement, the “Shares”);

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE I

PURCHASE AND SALE

Section 1.1 Purchase of Shares. Subject to the terms and conditions of this Agreement, the Seller agrees to sell, convey, assign and transfer to each Purchaser, and each Purchaser, severally and not jointly, agrees to purchase at Closing from the Seller, the respective number of Shares listed opposite such Purchaser’s name in Schedule I hereto, free and clear of any pledge, mortgage, security interest, encumbrance, lien, charge, claim, equity, assessment or restriction of any kind or nature (“Encumbrance”), other than any liens or restrictions under (i) state and federal securities laws or the rules and regulations of any stock exchange, (ii) the Company’s organizational documents or (iii) the Company’s Seventh Amended and Restated Registration Rights Agreement, dated as of November 10, 2010 (“Permitted Encumbrance”).

Section 1.2 Purchase Price. The consideration payable by each Purchaser to the Seller shall be $25.00 per Share. The total consideration payable by each Purchaser is referred to herein as the “Purchase Price.”

Section 1.3 Closing. The closing (the “Closing”) of the purchase and sale of the Shares shall occur at the New York offices of Sidley Austin LLP no later than June 29, 2017 (the date on which the closing occurs, the “Closing Date”). At the Closing, (a) each Purchaser shall deliver by wire transfer in immediately available funds to the Seller, the Purchase Price applicable to such Purchaser, and (b) the Seller shall direct American Stock Transfer & Trust Company, LLC (“AST”), the Company’s transfer agent for the Shares), to effect on its books and records the sale and transfer of the Shares to such Purchaser. At or before the Closing, the Seller shall deliver to each Purchaser and AST (i) executed Transfer of Ownership Forms with signature guarantee by

an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended, and (ii) any other documents that may be reasonably requested to effect the transfer of the Shares. At or before the Closing, each Purchaser shall deliver (i) executed Transfer of Ownership Forms, including a substitute IRS Form W-9 executed by such Purchaser and (ii) any other documents that may be reasonably requested to effect the transfer of the Shares. At Closing, the aggregate number of Shares to be sold, conveyed, assigned and transferred by Seller to the Purchasers, and purchased by the Purchasers, severally and not jointly, from the Seller, shall be all, and not less than all, of the total number of Shares set forth on Schedule I hereto.

ARTICLE II

REPRESENTATIONS AND WARRANTIES

Section 2.1 Representations and Warranties of the Seller. The Seller hereby represents and warrants to each Purchaser, as of the date hereof and as of the Closing Date, as follows:

(a) Valid Agreement This Agreement has been duly authorized, executed and delivered by the Seller and constitutes the valid and legally binding obligations of the Seller, enforceable in accordance with its respective terms and conditions, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

(b) Noncontravention. The execution and delivery of this Agreement and the sale and delivery of the Shares to be sold by the Seller and the consummation of the transactions contemplated herein and compliance by the Seller with its obligations hereunder do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, any agreement or instrument to which the Seller is a party or by which the Seller may be bound, or to which any of the property or assets of the Seller is subject, nor will such action result in any violation of the provisions of the charter or by-laws or other organizational instrument of the Seller or any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Seller or any of its properties. There is no action, suit or proceeding, pending or threatened against the Seller that questions the validity of this Agreement or the right of the Seller to enter into this Agreement or to consummate the transactions contemplated hereby or thereby.

(c) Consents and Approvals. Neither the execution and delivery by the Seller of this Agreement, nor the consummation by the Seller of any of the transactions contemplated hereby, nor the performance by the Seller of this Agreement in accordance with its terms requires the Seller to obtain any consent, approval, order or authorization of, or registration with, or the giving notice to, any governmental or public body or authority or any third party.

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(d) Title to Shares. The Seller has, and at the Closing Time will have, valid title to the Shares free and clear of any Encumbrance, other than Permitted Encumbrances. Upon the transfer of the Shares to each Purchaser on the books and records of AST pursuant to this Agreement and the consummation of the transactions contemplated hereby, such Purchaser will acquire valid title to the Shares, free and clear of any Encumbrance, other than Permitted Encumbrances. All of the Shares are uncertificated, and the Seller does not hold, or have in its name, any Shares in certificated form.

(e) No Broker. The Seller has not employed any broker, finder, advisor or intermediary in connection with the transactions contemplated by this Agreement that would be entitled to a broker’s fee, finder’s or similar fee or commission in connection therewith or upon the consummation thereof.

(f) No Reliance. In making its decision to sell the Shares pursuant to this Agreement, the Seller has not requested, been furnished with, or relied on any information concerning the Company or the Shares that was provided to the Seller by any Purchaser. The Seller acknowledges and agrees that (i) an employee of an affiliate of the Purchasers serves on the Board of Directors of the Company, (ii) the Purchasers or their respective affiliates or agents or any of the foregoing may now have, and in the future may have or acquire, non-public information with respect to the Shares or the Company in addition to any such information provided to the Seller by the Company, (iii) such non-public information may be material, and had it been provided to the Seller, might have affected the Seller’s decision with respect to selling Shares, and (iv) notwithstanding the foregoing, it agrees that each Purchaser, its affiliates and agents of any of the foregoing need not provide any such non-public information to it or any of its advisors or agents, it is not relying on any such information or its omission, and it hereby irrevocably and unconditionally waives any claims it might have had, whether under contract, tort, applicable law or otherwise, against any Purchaser or any affiliate thereof or any agent of any of the foregoing for any failure to provide any such non-public information.

(g) Sophisticated Investor. The Seller is a sophisticated investor and has such knowledge and experience in financial and business matters and expertise in assessing investment, divestment and other risks relating to the Shares and the Company that it is capable of evaluating the merits, risks and suitability of selling the Shares to the Purchasers. The Seller or its duly authorized representatives have reviewed such information that it and its representative deem necessary to make the decision to enter into this Agreement and consummate the transactions contemplated hereby, including, but not limited to, such material non-public information that was provided to it in accordance with that certain Confidentiality Agreement, dated as of June 22, 2017, by and between the Seller and the Company.

(h) General Solicitation. Neither the Seller nor any person acting on behalf of the Seller has offered or sold any of the Shares by any form of general solicitation or general advertising.

Section 2.2 Representations and Warranties of the Purchasers. Each Purchaser, severally and not jointly, hereby represents and warrants to the Seller, as of the date hereof and as of the Closing Date, as follows:

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(a) Valid Agreement. This Agreement has been duly executed and delivered by such Purchaser and constitutes the legal, valid and binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

(b) Consents. Neither the execution and delivery by such Purchaser of this Agreement nor the consummation by it of any of the transactions contemplated hereby nor the performance by such Purchaser of this Agreement in accordance with its terms requires the consent, approval, order or authorization of, or registration with, or the giving of notice to, any governmental or public body or authority or any third party, except as have been obtained, made or given.

(c) No Conflict. Neither the execution and delivery by such Purchaser of this Agreement, nor the consummation by it of any of the transactions contemplated hereby, nor compliance by such Purchaser with any of the terms and conditions hereof will contravene any existing agreement, federal, state, county or local law, rule or regulation or any judgment, decree or order applicable to, or binding upon, such Purchaser.

(d) Status and Investment Intent.

(i) Experience. Such Purchaser has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Shares. Such Purchaser is capable of bearing the economic risks of such investment, including a complete loss of its investment.

(ii) Accredited Investor. Each Purchaser is an “accredited investor” that satisfies one or more of the criteria set forth in Rule 501 of the Securities Act.

(iii) Purchase of Restricted Securities. Such Purchaser is acquiring the Shares being purchased by it hereunder for its own account for investment purposes only and not with the view to, or with any intention of, any distribution thereof. Such Purchaser does not have any direct or indirect arrangement, or understanding with any other persons to distribute, or regarding the distribution of, the Shares in violation of the Securities Act or any applicable state securities law. Such Purchaser understands that the transfer of the Shares to it by the Seller has not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Shares are characterized as “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, such Purchaser must hold the Shares indefinitely unless subsequently registered for resale with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available.

(iv) No Reliance. In making its decision to purchase the Shares pursuant to this Agreement, such Purchaser has not requested, been furnished with, or relied on any information concerning the Company or the Shares that was provided to such Purchaser by the Seller. Such Purchaser has conducted its own due diligence review of the Company and received copies or

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originals of all documents it has requested from the Company. Such Purchaser acknowledges and agrees that (i) the Seller or its affiliates or agents or any of the foregoing may now have, and in the future may have or acquire, non-public information with respect to the Shares or the Company in addition to any such information provided to the Seller by the Company, (ii) such non-public information may be material, and had it been provided to such Purchaser, might have affected such Purchaser’s decision with respect to purchasing the Shares, and (iii) notwithstanding the foregoing, such Purchaser agrees that the Seller, its affiliates and agents of any of the foregoing need not provide any such non-public information to it or any of its advisors or agents, it is not relying on any such information or its omission, and it hereby irrevocably and unconditionally waives any claims it might have had, whether under contract, tort, applicable law or otherwise, against the Seller or any affiliate thereof or any agent of any of the foregoing for any failure to provide any such non-public information.

(v) Legends. The Parties understand and agree that the sale of the Shares will not be registered at Closing, and any book-entry statements evidencing the Shares may bear the following legends (or substantially similar legend) and such other legends as may be required by applicable federal or state laws or under the Company’s organizational documents:

“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE

SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT

BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE

ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO

SUCH SECURITIES UNDER THE ACT OR UNLESS SUCH TRANSACTION

IS EXEMPT FROM REGISTRATION UNDER APPLICABLE FEDERAL AND

STATE SECURITIES LAWS”

ARTICLE III

COMPANY COVENANT

Section 3.1 Transfer Agent Instruction. Upon the execution of this Agreement, the Company shall deliver to AST letters of instruction substantially in the forms set forth in Exhibit A hereto and such letters of instructions shall not be revoked, amended or otherwise modified by the Company (i) without the prior written consent of the Purchasers and the Seller, or (ii) prior to the termination of this Agreement. The Company also agrees to provide such additional instructions, certificates, signature indemnities or similar documents to AST as may be necessary to effect the transfer of the Shares on the books of the Company as contemplated hereby.

ARTICLE IV

MISCELLANEOUS

Section 4.1 Survival of the Representations and Warranties. All representations and warranties made by any Party shall survive the Closing.

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Section 4.2 Governing Law; Jurisdiction. This Agreement shall be governed and interpreted in accordance with the laws of the State of Delaware without giving effect to the conflicts of law principles thereof. All disputes arising out of or in connection with this Agreement shall be submitted to the International Court of Arbitration of the International Chamber of Commerce and shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. The place of arbitration shall be New York, New York.

Section 4.3 Amendment. This Agreement shall not be amended, changed or modified, except by another agreement in writing executed by the Parties hereto.

Section 4.4 Binding Effect. This Agreement shall inure to the benefit of, and be binding upon, each of the Seller and the Purchasers and their respective heirs, successors and permitted assigns and legal representatives.

Section 4.5 Assignment. Neither this Agreement nor any of the rights, duties or obligations hereunder may be assigned by Seller or any Purchaser without the express written consent of the other. Any purported assignment in violation of the foregoing sentence shall be null and void.

Section 4.6 Notices. All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given on the date of actual delivery if delivered personally to the Party or Parties to whom notice is to be given, on the date sent if sent by email, on the next business day following delivery to Federal Express properly addressed or on the day of attempted delivery by the U.S. Postal Service if mailed by registered or certified mail, return receipt requested, postage paid, and properly addressed as follows:

If to Seller, at:	Novo Holdings A/S Tuborg Havnevej 19 DK 2900 Hellerup Denmark Attn: Heather Ludvigsen hlud@novo.dk
With copy to (which shall not constitute notice):	Novo Ventures (US), Inc. 1700 Owens Street, Suite 540 San Francisco, CA 94158 Attn: Junie Lim jeql@novo.dk Latham & Watkins 650 Town Center Drive, 20th Floor Costa Mesa, CA 92626 Attn: B. Shayne Kennedy shayne.kennedy@lw.com
If to Purchasers, at:	c/o CPMG, Inc. 2000 McKinney Avenue Dallas, TX 75201 Attn: John Bateman jb@cpmg-inc.com

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If to the Company:	Reata Pharmaceuticals, Inc. 2801 Gateway Drive, Suite 150 Irving, Texas 75063 Attn: Mike Wortley mike.wortley@reatapharma.com
With copy to (which shall not constitute notice):	Vinson & Elkins LLP 2001 Ross Avenue Suite 3700 Dallas, TX 75201-2975 Attn: Robert Kimball rkimball@velaw.com

Any Party may change its address for purposes of this Section 4.6 by giving the other Party hereto written notice of the new address in the manner set forth above.

Section 4.7 Entire Agreement. This Agreement constitutes the entire understanding and agreement between the Parties hereto with respect to the matters covered hereby, and all prior agreements and understandings, oral or in writing, if any, between the Parties with respect to the matters covered hereby are merged and superseded by this Agreement.

Section 4.8 Severability. If any provisions of this Agreement shall be adjudicated to be illegal, invalid or unenforceable in any action or proceeding whether in its entirety or in any portion, then such provision shall be deemed amended, if possible, or deleted, as the case may be, from the Agreement in order to render the remainder of the Agreement and any provision thereof both valid and enforceable, and all other provisions hereof shall be given effect separately therefrom and shall not be affected thereby.

Section 4.9 Fees and Expenses. Except as otherwise provided in this Agreement, each Party will bear its own direct expenses incurred in connection with the negotiation, preparation and execution of this Agreement. The Seller will be responsible for any stock transfer taxes payable in connection with the sale of the Shares contemplated hereby.

Section 4.10 Headings. The headings of the various articles and sections of this Agreement are inserted merely for the purpose of convenience and do not expressly or by implication limit, define or extend the specific terms of the section so designated.

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Section 4.11 Execution in Counterparts. For the convenience of the Parties and to facilitate execution, this Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the day and year first above written.

NOVO A/S
By:	/s/ Peter Haahr
	Name: Peter Haahr
	Title: Chief Financial Officer

Signature Page to Purchase Agreement

WILLET FUND, LP,     a Texas Limited Partnership
By:	/s/ John E. Bateman
Name: Title:	John E. Bateman Chief Operating Officer, CPMG, Inc, its General Partner

[Signature Page to Reata Pharmaceuticals, Inc. Purchase Agreement]

GALLOPAVO, LP,     a Texas Limited Partnership
By:	/s/ John E. Bateman
Name: Title:	John E. Bateman Chief Operating Officer, CPMG, Inc, its General Partner

[Signature Page to Reata Pharmaceuticals, Inc. Purchase Agreement]

ROADRUNNER FUND, LP,     a Texas Limited Partnership
By:	/s/ John E. Bateman
Name: Title:	John E. Bateman Chief Operating Officer, CPMG, Inc, its General Partner

[Signature Page to Reata Pharmaceuticals, Inc. Purchase Agreement]

YELLOW WARBLER, LP,     a Texas Limited Partnership
By:	/s/ John E. Bateman
Name: Title:	John E. Bateman Chief Operating Officer, CPMG, Inc, its General Partner

[Signature Page to Reata Pharmaceuticals, Inc. Purchase Agreement]

KILLDEER FUND, LP, a Texas Limited Partnership
By:	/s/ John E. Bateman
Name:	John E. Bateman
Title:	Chief Operating Officer, CPMG, Inc, its General Partner

[Signature Page to Reata Pharmaceuticals, Inc. Purchase Agreement]

BLACKWELL PARTNERS LLC – SERIES A
By:	/s/ Adrienne C. Clough
Name:	Adrienne C. Clough
Title:	Investment Manager DUMAC, Inc., Authorized Agent
By:	/s/ Jannine M. Lall
Name:	Jannine M. Lall
Title:	Controller DUMAC, Inc., Authorized Agent

[Signature Page to Reata Pharmaceuticals, Inc. Purchase Agreement]

REATA PHARMACEUTICALS, INC.
By:	/s/ J. Warren Huff
Name:	J. Warren Huff
Title:	Chief Executive Officer, President and Secretary

[Signature Page to Purchase Agreement]

SCHEDULE I

Purchaser	Number of Class B Shares
WILLET FUND, LP,		102,120
KILLDEER FUND, LP		110,640
GALLOPAVO, LP		211,708
ROADRUNNER FUND, LP		386,285
YELLOW WARBLER, LP		355,591
BLACKWELL PARTNERS LLC – SERIES A		33,656
Total:		1,200,000

EXHIBIT A

FORMS OF LETTER OF INSTRUCTION

June 22, 2017

Lindsay Kies

American Stock Transfer & Trust Company, LLC

6201 15^th Avenue

Brooklyn, New York 11219

Dear Ms. Kies,

Novo A/S (“Novo”) currently holds 2,401,969 shares of Class B Common Stock (“Class B Common Stock”) in Account number 0000010166 of Reata Pharmaceuticals, Inc. in book entry form, and wishes to sell 1,200,000 of these shares of Class B Common Stock (the “Class B Shares”) to certain funds (the “Funds,” and each, a “Fund”) listed below in the amounts listed in the table below.

Fund Name	Class B Shares		Current AST Class B Account
			Number
Willet Fund, LP		102,120		0000010221
Yellow Warbler, LP		355,591		0000010199
Killdeer Fund, LP		110,640		N/A
Gallopavo, LP		211,708		N/A
Roadrunner Fund, LP		386,285		N/A
Blackwell Partners LLC – Series A		33,656		N/A

Once AST receives a completed Transfer of Ownership form from Novo, please effect the transfer of the Class B Shares from Novo to the applicable Fund in the amounts listed in the table above. For the Funds that have an existing AST account holding shares of Class B Common Stock, please transfer the applicable shares in book entry form to the account number listed in the table. For the Funds that do not have existing AST accounts holding shares of Class B Common Stock (indicated by N/A in the account number column in the table above), please create a new Class B account for such Fund and transfer the applicable number of Class B Shares to the respective newly created account.

The Class B Shares held by Novo in book entry form currently have a restrictive legend. Please apply an identical legend to the Class B Shares post-transfer to the respective Fund.

Let me know if you have questions or need additional information.

Sincerely,

Michael D. Wortley

Chief Legal Officer

June 22, 2017

Lindsay Kies

American Stock Transfer & Trust Company, LLC

6201 15^th Avenue

Brooklyn, New York 11219

Dear Ms. Kies,

The funds listed in the table below (the “Funds” and each a “Fund”) hold shares of Class B common stock (“Class B Common Stock”) of Reata Pharmaceuticals, Inc. (the “Company”) in book entry form (the “Class B Shares”). Please convert these Class B Shares into shares of Class A common stock of the Company (“Class A Common Stock”) and transfer them in book entry form into a newly created AST account designated to hold shares of Class A Common Stock.

Fund Name	Shares
Killdeer Fund, LP		110,640
Gallopavo, LP		211,708
Roadrunner Fund, LP		386,285
Blackwell Partners LLC – Series A		33,656

The Class B Shares currently have a restrictive legend. Please apply an identical legend to the shares of Class A Common Stock post-conversion.

Let me know if you have questions or need additional information.

Sincerely,

Michael D. Wortley

Chief Legal Officer

EX-99.B

Exhibit B

Lock-up Agreement – Novo Holdings A/S

Reata Pharmaceuticals, Inc.

June 22, 2017

Reata Pharmaceuticals, Inc.

Attn: Michael Wortley

2801 Gateway Drive; Suite 150

Irving, TX 75063

Ladies and Gentlemen:

This letter is being delivered to you (“you” or “your”) in connection with a potential firm commitment underwritten public offering by Reata Pharmaceuticals, Inc., a Delaware corporation (the “Company”), of newly issued Class A Common Stock, $0.001 par value per share (the “Common Stock”), of the Company (the “Offering”).

In order to induce one or more underwriters to enter into an underwriting agreement (the “Underwriting Agreement”) between the Company and the lead representatives of the underwriters (the “Representatives”) for the Offering, the undersigned will not, without the prior written consent of the Representatives (if any) or, in the absence of Representatives, the Company, offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned), directly or indirectly, including the filing (or participation in the filing) of a registration statement (other than the registration statement relating to the Offering by the Company) with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any shares of capital stock of the Company or any securities convertible into, or exercisable or exchangeable for such capital stock, or publicly announce an intention to effect any such transaction, for a period from the date hereof to and including the earlier of (a) 90 days after the signing date of the Underwriting Agreement and (b) December 15, 2017 (the “Lock-Up Period”).

The provisions of the immediately preceding paragraph shall not apply to or prohibit any of the following: (i) transfers, dispositions, or distributions of shares of capital stock of the Company by the undersigned (or any security convertible into or exercisable or exchangeable for shares of common stock) (a) as a bona fide gift or (b) to limited partners, members, stockholders or trust beneficiaries of the undersigned or to any investment fund or other entity controlled or managed by the undersigned, provided that, in the case of any transfer, disposition or distribution pursuant to (a) and (b), each donee, transferee or distributee shall sign and deliver a lock-up letter in the form of this letter, and no filing under Section 16(a) of the

Exchange Act, or other public announcement, reporting a reduction in beneficial ownership of shares of capital stock of the Company, shall be required or shall be voluntarily made by the undersigned or any other person in connection therewith during the Lock-Up Period; (ii) establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of capital stock of the Company, provided that such plan does not provide for the transfer of such capital stock during the Lock-Up Period, and no filing with the SEC or other public announcement shall be required or shall be voluntarily made by the undersigned or any other person in connection therewith during the Lock-Up Period; (iii) transfers or dispositions of shares of Common Stock purchased on the open market following the Offering; (iv) transfers of shares of capital stock of the Company pursuant to a bona fide third-party tender offer for a majority of the outstanding shares of any class of the capital stock of the Company, merger, consolidation or other similar transaction made to all holders of the Company’s securities of a class of the Company’s capital stock involving a change of control of the Company that has been approved by the board of directors of the Company, provided that (a) the shares of capital stock of the Company held by the undersigned that are not transferred pursuant to such tender offer, merger, consolidation or other similar transaction shall remain subject to all of the restrictions set forth in this letter, (b) if such transaction is not completed, all shares of capital stock of the Company held by the undersigned shall remain subject to the provisions of this letter, and (c) for purposes of this paragraph, “change of control” shall mean the consummation of any bona fide third party tender offer for any and all of the Company’s share capital or any merger, consolidation or other similar transaction the result of which is that any “person” (as defined in Section 13(d)(3) of the Exchange Act), or group of persons, other than the Company, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of 50% of the total voting power of the voting securities of the Company; (v) the sale by you to CPMG, Inc., a Texas corporation, or to any of its affiliates (which term shall include for this purpose any investment fund or other investment vehicle as to which CPMG, Inc. or any of its affiliates serves as the investment manager or investment adviser) or to one or more other affiliates of the Company of any of your shares of capital stock of the Company or (vi) any conversion of shares of one class of the Company’s capital stock into shares of any class of the Company’s capital stock pursuant to the conversion rights applicable to the class of shares being so converted.

If any percentage of the shares of capital stock of the Company (or any security convertible into or exercisable or exchangeable for shares of such capital stock) held by any person or entity (other than the undersigned) that (1) is the holder of 2% or more of the outstanding shares of the Company’s capital stock (calculated on a fully-diluted, post-Offering basis) or (2) is a director or officer of the Company, that is subject to a lock-up agreement related to the Offering similar in form to this Lock-Up Agreement is released from any restrictions set forth in such lock-up agreement during the Lock-Up Period, the same percentage of shares of capital stock and such other securities held by the undersigned shall be immediately and fully released on the same terms from the lock-up restrictions set forth herein (the “Pro-rata Release”); provided, however, that such Pro-rata Release shall not occur (a) unless and until the Representatives (if any) or, in the absence of Representatives, the Company, have first waived such restrictions with respect to an aggregate number of shares of capital stock and such other securities representing more than 2 % of the Company’s total outstanding shares of Common Stock calculated as of immediately following the closing of the Offering and assuming conversion, exercise and exchange of all securities convertible into or exercisable or exchangeable for Common Stock, or (b) in the event of a release in connection with any underwritten public offering, whether or not such offering or

sale is wholly or partially a secondary offering of the Company’s Common Stock during the Lock-Up Period (the “Underwritten Sale”); provided, however, that the undersigned, to the extent the undersigned has a contractual right to demand or require the registration of the undersigned’s Common Stock or such other securities or otherwise “piggyback” on a registration statement filed by the Company for the offer and sale of securities, is offered the opportunity to participate on a basis consistent with such contractual rights in such Underwritten Sale. In the event that the undersigned is released from any of its obligations under this letter or, by virtue of this letter, becomes entitled to offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock (or any securities convertible into or exercisable or exchangeable for shares of such capital stock) prior to the expiration of the Lock-Up Period, the Company and the Representatives shall use their commercially reasonable efforts to notify the undersigned within three (3) business days; provided that the failure to give such notice shall not give rise to any claim or liability against the Representatives.

If for any reason the Underwriting Agreement shall be signed and then terminated prior to the closing date of the Offering, the agreement set forth above shall likewise be terminated, and the agreement set forth above shall automatically terminate (i) if the Underwriting Agreement has not been entered into between the Representatives and the Company on or before October 17, 2017 or (ii) pursuant to that certain confidentiality agreement, dated as of June 22, 2017 (“CDA”), between you and the Company, if the closing of the Business Transaction (as defined in the CDA) does not occur as set forth in the Purchase Agreement (as defined in the CDA).

[Signature Page Follows]

Yours very truly,
Novo A/S
By:	/s/ Peter Haahr
	Name: Peter Haahr
	Title: Chief Financial Officer

Signature Page to Lock-Up Agreement

EX-99.C

Exhibit C

Registration Rights Agreement

Acknowledgement and Waiver

June 22, 2017

NOVO A/S

Tuborg Havnevej 19

DK-2900

Hellerup, Denmark

Attn: Heather Ludvigsen

Novo Ventures (US), Inc.

1700 Owens Street, Suite 540

San Francisco, CA 94158

Attn: Scott Beardsley and Junie Lim

Re: Proposed Registration and Offering of Class A Common Stock

Reference is made to that certain Seventh Amended and Restated Registration Rights Agreement, dated November 10, 2010 (as supplemented and amended, the “Registration Rights Agreement”), by and among Reata Pharmaceuticals, Inc. (the “Company”) and each of the Holders, including you. Capitalized terms used but not defined herein shall have the meaning assigned to such term in the Registration Rights Agreement.

The Company intends to file with the Securities and Exchange Commission a registration statement on Form S-3 on or about June 23, 2017 (the “Registration Statement”). After the effectiveness of the Registration Statement, the Company intends to sell shares of Class A Common Stock of the Company, par value $0.001 per share (“Class A Common Stock”), or other types of equity securities of the Company in one or more underwritten offerings, at-the-market offerings, or other types of distributions permitted pursuant to the prospectus included in the Registration Statement (collectively, the “Proposed Offerings”). In connection with the Registration Statement and the Proposed Offerings, you have certain rights pursuant to Section 3.1 of the Registration Rights Agreement with respect to shares of Class A Common Stock that you currently hold or which you acquire on conversion of shares of Class B Common Stock of the Company, par value $0.001 per share, into shares of Class A Common Stock (the “Registrable Securities”).

This letter serves to confirm that you have declined to exercise and hereby waive your rights under Section 3.1 of the Registration Rights Agreement with respect to the inclusion of any of your Registrable Securities in the Registration Statement or any Proposed Offering thereunder. By execution of this letter, notwithstanding the requirements set forth therein, you hereby waive any defects in the notice obligations required under the Registration Rights Agreement related to the Registration Statement or the Proposed Offerings. This waiver of rights and notice will be null and void as of September 1, 2017, if the Registration Statement has not been filed on or before such date. This waiver of rights and notice is intended to be binding

on the undersigned and, subject to the requisite waivers from other Holders of rights under the Registration Rights Agreement, on all Holders. This waiver of rights and notice is effective only if execution of your waiver and the waivers of other Holders, in the aggregate, constitutes a waiver under Section 3.1 of the Registration Rights Agreement with respect to all Holders.

[Signature page follows.]

Sincerely,

Reata Pharmaceuticals, Inc.

/s/ J. Warren Huff

Name: J. Warren Huff

Title: Chief Executive Officer, President

          and Secretary

Agreed and Acknowledged as of June     , 2017:

Novo Holdings A/S (f/k/a Novo A/S)
By:
Name:	Peter Haahr
Title:	Chief Financial Officer

Agreed and Acknowledged as of June 22, 2017:

Novo A/S
By:	/s/ Peter Haahr
Name:	Peter Haahr
Title:	Chief Financial Officer

Signature Page to Registration Rights Waiver