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 *

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/YYYY)

3/1/2023
(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)
Code V Amount (A) or (D) Price
Class A common stock 3/1/2023  C  75000 A (1)111158 (2)D  
Class A common stock 3/2/2023  S  8104 D$81.49 (3)103054 D  
Class A common stock 3/2/2023  S  12132 D$82.20 (4)90922 D  
Class A common stock 3/2/2023  S  9660 D$83.31 (5)81262 D  
Class A common stock 3/2/2023  S  7439 D$84.33 (6)73823 D  
Class A common stock 3/2/2023  S  6395 D$85.25 (7)67428 D  
Class A common stock 3/2/2023  S  3475 D$86.44 (8)63953 D  
Class A common stock 3/2/2023  S  4034 D$87.61 (9)59919 D  
Class A common stock 3/2/2023  S  12826 D$88.59 (10)47093 D  
Class A common stock 3/2/2023  S  5742 D$89.49 (11)41351 D  
Class A common stock 3/2/2023  S  4623 D$90.57 (12)36728 D  
Class A common stock 3/2/2023  S  570 D$91.12 (13)36158 D  
Class A common stock         12500 I By The 2021 JWH GRAT 
Class A common stock         1583 I By Connor Warren Huff Exempt Trust Dated 9/23/2019 
Class A common stock         1583 I By Dillon Bailey Huff Exempt Trust Dated 9/23/2019 

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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Class B common stock  (1)3/1/2023  C     75000   (1) (1)Class A common stock 75000  (1)212903 (2)D  
Class B common stock  (1)           (1) (1)Class A common stock 17617  17617 I By Connor Warren Huff Exempt Trust Dated 9/23/2019 
Class B common stock  (1)           (1) (1)Class A common stock 17617  17617 I By Dillon Bailey Huff Exempt Trust Dated 9/23/2019 
Employee Stock Option (right to buy) $11.00            (14)5/25/2026 Class B common stock (1)51818  51818 (2)D  
Employee Stock Option (right to buy) $22.57            (15)12/7/2026 Class B common stock (1)99950  99950 (2)D  
Employee Stock Option (right to buy) $24.75            (16)12/6/2027 Class B common stock (1)124600  124600 (2)D  
Employee Stock Option (right to buy) $55.73            (17)1/2/2029 Class B common stock (1)57250  57250 (2)D  
Employee Stock Option (right to buy) $55.73            (18)1/2/2029 Class B common stock (1)28625  28625 (2)D  
Employee Stock Option (right to buy) $55.73            (19)1/2/2029 Class B common stock (1)28625  28625 (2)D  
Employee Stock Option (right to buy) $207.20            (20)1/2/2030 Class B common stock (1)20133  20133 (2)D  
Employee Stock Option (right to buy) $121.29            (21)1/4/2031 Class A common stock 23968  23968 (2)D  
Employee Stock Option (right-to-buy) $36.71            (22)1/3/2033 Class A common stock 146824  146824 (2)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) 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 sold 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Huff James Warren
5320 LEGACY DRIVE
PLANO, TX 75024
X
Chief Executive Officer

Signatures
/s/ Tracy Herson, attorney-in-fact3/3/2023
**Signature of Reporting PersonDate


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 control number.
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