Ownership Submission

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

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

ROSE WILLIAM

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
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

4215 WEST LOVERS LANE, SUITE 200

3. Date of Earliest Transaction (Month/Day/Year)
09/26/2023

(Street)

DALLAS, TX 75209

4. If Amendment, Date 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

(City)

(State)

(Zip)

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	09/26/2023		D		379,281	D	⁽¹⁾ ⁽²⁾	0	I	By trust ⁽³⁾
Class A common stock	09/26/2023		D		11,618	D	⁽¹⁾ ⁽²⁾	0	D ⁽⁴⁾
Class A common stock	09/26/2023		D		19,795	D	⁽¹⁾ ⁽²⁾	0	D ⁽⁵⁾
Class A common stock	09/26/2023		D		7,886	D	⁽¹⁾ ⁽²⁾	0	I	See Footnote ⁽⁶⁾
Class A common stock	09/26/2023		D		20	D	⁽¹⁾ ⁽²⁾	0	I	By trust ⁽⁷⁾
Class A common stock	09/26/2023		D		45	D	⁽¹⁾ ⁽²⁾	0	I	By trust ⁽⁸⁾
Class A common stock	09/26/2023		D		29	D	⁽¹⁾ ⁽²⁾	0	I	See Footnote ⁽⁹⁾
Class A common stock	09/26/2023		D		180,909	D	⁽¹⁾ ⁽²⁾	0	I	See Footnote ⁽¹⁰⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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.		SEC 1474 (9-02)

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 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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Class B Common Stock

⁽¹²⁾

09/26/2023

129,308

⁽¹²⁾

Class A common stock

129,308

⁽¹⁾ ⁽²⁾

D ⁽⁴⁾

Class B Common Stock

⁽¹²⁾

09/26/2023

1,732,998

⁽¹²⁾

Class A common stock

1,732,998

⁽¹⁾ ⁽²⁾

See Footnote ⁽³⁾

Class B Common Stock

⁽¹²⁾

09/26/2023

87,776

⁽¹²⁾

Class A common stock

87,776

⁽¹⁾ ⁽²⁾

See Footnote ⁽⁶⁾

Class B Common Stock

⁽¹²⁾

09/26/2023

29,215

⁽¹²⁾

Class A common stock

29,215

⁽¹⁾ ⁽²⁾

See Footnote ⁽⁷⁾

Class B Common Stock

⁽¹²⁾

09/26/2023

29,492

⁽¹²⁾

Class A common stock

29,492

⁽¹⁾ ⁽²⁾

See Footnote ⁽⁸⁾

Class B Common Stock

⁽¹²⁾

09/26/2023

313

⁽¹²⁾

Class A common stock

313

⁽¹⁾ ⁽²⁾

See Footnote ⁽⁹⁾

Class B Common Stock

⁽¹²⁾

09/26/2023

29,000

⁽¹²⁾

Class A common stock

29,000

⁽¹⁾ ⁽²⁾

See Footnote ⁽¹¹⁾

Stock Option (right to buy)

$ 130.92

09/26/2023

6,300

⁽¹⁾⁽²⁾

06/10/2030

Class A common stock

6,300

⁽¹⁾ ⁽²⁾

Stock Option (right to buy)

$ 130.92

09/26/2023

760

⁽¹⁾⁽²⁾

06/10/2030

Class A common stock

760

⁽¹⁾ ⁽²⁾

Stock Option (right to buy)

$ 146.01

09/26/2023

5,000

⁽¹⁾⁽²⁾

06/10/2031

Class A common stock

5,000

⁽¹⁾ ⁽²⁾

Stock Option (right to buy)

$ 146.01

09/26/2023

810

⁽¹⁾⁽²⁾

06/10/2031

Class A common stock

810

⁽¹⁾ ⁽²⁾

Stock Option (right to buy)

$ 34.76

09/26/2023

11,240

⁽¹⁾⁽²⁾

06/08/2032

Class A common stock

11,240

⁽¹⁾ ⁽²⁾

Stock Option (right to buy)

$ 34.76

09/26/2023

3,330

⁽¹⁾⁽²⁾

06/08/2032

Class A common stock

3,330

⁽¹⁾ ⁽²⁾

Stock Option (right to buy)

$ 93.61

09/26/2023

4,275

⁽¹⁾⁽²⁾

06/07/2033

Class A common stock

4,275

⁽¹⁾ ⁽²⁾

Stock Option (right to buy)

$ 93.61

09/26/2023

1,085

⁽¹⁾⁽²⁾

06/07/2033

Class A common stock

1,085

⁽¹⁾ ⁽²⁾

Stock Option (right to buy)

$ 22.57

09/26/2023

6,000

⁽¹⁾⁽²⁾

12/07/2026

Class B common stock

6,000

⁽¹⁾ ⁽²⁾

Stock Option (right to buy)

$ 22.57

09/26/2023

1,758

⁽¹⁾⁽²⁾

12/07/2026

Class B common stock

1,758

⁽¹⁾ ⁽²⁾

Stock Option (right to buy)

$ 25.52

09/26/2023

6,000

⁽¹⁾⁽²⁾

06/14/2027

Class B common stock

6,000

⁽¹⁾ ⁽²⁾

Stock Option (right to buy)

$ 25.52

09/26/2023

2,928

⁽¹⁾⁽²⁾

06/14/2027

Class B common stock

2,928

⁽¹⁾ ⁽²⁾

Stock Option (right to buy)

$ 39.48

09/26/2023

8,000

⁽¹⁾⁽²⁾

06/13/2028

Class B common stock

8,000

⁽¹⁾ ⁽²⁾

Stock Option (right to buy)

$ 39.48

09/26/2023

1,958

⁽¹⁾⁽²⁾

06/13/2028

Class B common stock

1,958

⁽¹⁾ ⁽²⁾

Stock Option (right to buy)

$ 88.75

09/26/2023

9,000

⁽¹⁾⁽²⁾

06/12/2029

Class B common stock

9,000

⁽¹⁾ ⁽²⁾

Stock Option (right to buy)

$ 88.75

09/26/2023

978

⁽¹⁾⁽²⁾

06/12/2029

Class B common stock

978

⁽¹⁾ ⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
ROSE WILLIAM 4215 WEST LOVERS LANE, SUITE 200 DALLAS, TX 75209	X

Signatures

/s/ Charles E. Gale, Attorney-In-Fact for William E. Rose		09/26/2023
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Pursuant to the Agreement and Plan of Merger, dated July 28, 2023, by and among the Issuer, Biogen Inc. ("Biogen") and River Acquisition, Inc., the Issuer became a wholly-owned subsidiary of Biogen upon consummation of the merger (the "Effective Time"). At the Effective Time, (a) each of the Issuer's outstanding shares of Class A common stock and Class B common stock (collectively, "Common Stock") was canceled and extinguished and automatically converted into the right to receive $172.50 in cash (the "Merger Consideration"), without interest, less any withholding taxes, (b) each of the Issuer's outstanding restricted stock units ("RSUs") was automatically canceled and terminated and converted into the right to receive an amount in cash equal to the product of (i) the number of shares of the Issuer's Common Stock underlying such RSU immediately prior to the Effective Time multiplied by (ii) the Merger Consideration, (Continued in Footnote 2)
(2)	(Continued from Footnote 1) without interest, subject to any applicable withholding taxes, and (c) each of the Issuer's outstanding unexercised stock options, whether vested or unvested, was automatically canceled and terminated and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the number of shares of the Issuer's Common Stock underlying such option immediately prior to the Effective Time multiplied by (ii) the amount, if any, by which the Merger Consideration exceeded the exercise price per share of such option, subject to any applicable withholding taxes. As a result, stock options with a per share exercise price equal to or greater than the Merger Consideration were canceled without additional consideration.
(3)	These shares were owned directly by the Evelyn Potter Rose Survivor's Trust, for which Charles E. Gale and Evelyn P. Rose serve as co-trustees.
(4)	These shares were owned directly by William E. Rose, a director of the Issuer.
(5)	These shares were owned directly by Charles E. Gale.
(6)	These shares were owned directly by Evelyn P. Rose Fidelity SEP IRA and indirectly by Evelyn R. Rose.
(7)	These shares were owned indirectly by William E. Rose, a director of the Issuer, as co-trustee of the Charles Henry Rose 2001 Trust.
(8)	These shares were owned indirectly by William E. Rose, a director of the Issuer, as co-trustee of the John William Rose 2002 Trust.
(9)	These shares were owned directly by the Charles E. Gale Fidelity Rollover IRA and indirectly by Charles E. Gale.
(10)	These shares were owned directly by Montrose Investments I, L.P. ("Montrose"), and indirectly by William E. Rose, a director of the Issuer, as sole shareholder and sole manager of the general partner of Montrose.
(11)	These shares were owned indirectly by William E. Rose, a director of the Issuer, as co-trustee of the Edward Alexander Rose 1999 Trust.
(12)	The Class B common stock was 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 had no expiration date.

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