Statement of Changes in Beneficial Ownership (4)

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 OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* WORTLEY MICHAEL D	2. Issuer Name and Ticker or Trading Symbol REATA PHARMACEUTICALS INC [ RETA ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Legal Officer
(Last) (First) (Middle) 5320 LEGACY DRIVE	3. Date of Earliest Transaction (MM/DD/YYYY) 11/11/2020
(Street) PLANO, TX 75024 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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. Trans. Date	2A. Deemed Execution Date, if any	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	11/11/2020		C		51429	A	⁽¹⁾	51429	D
Class A common stock	11/11/2020		S		2112	D	$175.9434 ⁽²⁾	49317	D
Class A common stock	11/11/2020		S		2190	D	$177.2405 ⁽³⁾	47127	D
Class A common stock	11/11/2020		S		9386	D	$178.0968 ⁽⁴⁾	37741	D
Class A common stock	11/11/2020		S		16608	D	$179.0476 ⁽⁵⁾	21133	D
Class A common stock	11/11/2020		S		10552	D	$180.2422 ⁽⁶⁾	10581	D
Class A common stock	11/11/2020		S		7971	D	$180.9257 ⁽⁷⁾	2610	D
Class A common stock	11/11/2020		S		2100	D	$182.0586 ⁽⁸⁾	510	D
Class A common stock	11/11/2020		S		410	D	$182.6421 ⁽⁹⁾	100	D
Class A common stock	11/11/2020		S		100	D	$184.00	0	D

*Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)*
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	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)
Employee Stock Option (right to buy)	$11.00	11/11/2020		M			12245	⁽¹⁰⁾	5/25/2026	Class B common stock ⁽¹⁾	12245	$0.00	0	D
Employee Stock Option (right to buy)	$17.43	11/11/2020		M			39184	⁽¹¹⁾	3/31/2025	Class B common stock ⁽¹⁾	39184	$0.00	0	D
Class B common stock	⁽¹⁾	11/11/2020		M		12245		⁽¹⁾	⁽¹⁾	Class A common stock	12245	$11.00	12245	D
Class B common stock	⁽¹⁾	11/11/2020		M		39184		⁽¹⁾	⁽¹⁾	Class A common stock	39184	$17.43	51429	D
Class B common stock	⁽¹⁾	11/11/2020		C			51429	⁽¹⁾	⁽¹⁾	Class A common stock	51429	⁽¹⁾	0	D

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)	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 $175.61 to $175.585. 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.
(3)	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 $176.68 to $177.60. 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 $177.61 to $178.60. 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 $178.62 to $179.47. 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 $179.61 to $180.565. 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 $180.63 to $181.57. 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 $181.62 to $182.60. 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 $182.61 to $182.66. 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 options, representing a right to purchase a total of 39,185 shares, vested in sixteen equal quarterly installments beginning on August 25, 2016.
(11)	The options, representing a right to purchase a total of 39,184 shares, vested as to 14,204 shares on April 1, 2016 and the remainder vested in twelve equal quarterly installments thereafter.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
WORTLEY MICHAEL D 5320 LEGACY DRIVE PLANO, TX 75024			Chief Legal Officer