SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* BIOGEN INC. (Last) (First) (Middle) 225 BINNEY ST. (Street) CAMBRIDGE MA 02142 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 07/28/2023	3. Issuer Name and Ticker or Trading Symbol REATA PHARMACEUTICALS INC [ RETA ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) X Other (specify below) See footnotes	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A common stock	0(1)(2)(3)	I(1)(2)(3)	See footnotes(1)(2)(3)
Class A common stock	0(4)	I(4)	See footnotes(4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options	(5)	(5)	Class A common stock	0(5)	0.00	I(1)(2)(3)(5)	See footnotes(1)(2)(3)(5)

Explanation of Responses:

1. The reporting person entered into Voting and Support Agreements, dated July 28, 2023 (the "Support Agreements") with respect to the shares of class A common stock, par value $0.001 per share (the "Class A Shares"), of Reata Pharmaceuticals, Inc. (the "Issuer") and class B common stock, par value, $0.001 per share (the "Class B Shares" and, together with the Class A Shares, the "Reata Shares"), of the Issuer held by each of (i) J. Warren Huff, (ii) The 2021 JWH GRAT, (iii) R. Kent McGaughy, Jr., (iv) Lagos Trust, (v) Traweek Children's Trust, (vi) CPMG, Inc., (vii) William E. Rose; (viii) the Charles Henry Rose 2001 Trust, (ix) the John William Rose 2002 Trust, (x) Montrose Investments I, L.P., (xi) Montrose Investments GP, LLC, (xii) Evelyn P. Rose; (xiii) Evelyn P. Rose Fidelity SEP IRA, (xiv) Evelyn Potter Rose Survivor's Trust, (xv) Charles E. Gale and (xvi) an IRA created for Mr. Gale's benefit (each, a "Holder" and, collectively, the "Holders").

2. The Class B Shares are convertible to Class A Shares on a one-to-one basis. By virtue of entering into Voting and Support Agreements, dated July 28, 2023, with each of the Holders, the reporting person on this Form 3 may be deemed to be a member of a "group" for purposes of Section 13(d) of the Securities and Exchange Act of 1934, as amended (the "Exchange Act") with respect to the securities held by parties who continue to be bound by the Support Agreements, which such "group" beneficially own (as defined in Section 13(d) of the Exchange Act), in the aggregate, more than 10% of the outstanding Class A Shares. Pursuant to the Support Agreements, the Holders agreed to irrevocably and unconditionally appoint the reporting person, or any person designated by the reporting person, as its proxy and attorney-in-fact to vote such Holders' Reata Shares.

3. The Support Agreements do not provide the reporting person with a pecuniary interest in the Class A Shares and as such the reporting person is not a beneficial owner for purposes of Section 16 of the Exchange Act.

4. Mr. Huff holds Restricted Stock Units ("RSUs") in the amount and on the terms reported on Mr. Huff''s Form 4 filings with respect to the Issuer, as amended. The Support Agreements do not provide the reporting person with a pecuniary interest in the Class A Shares underlying such RSUs and as such the reporting person is not a beneficial owner for purposes of Section 16 of the Exchange Act.

5. Each of Messrs Huff, McGaughy, Jr. and Rose hold options for Class A Shares and Class B Shares (collectively, the "Options"), which are currently exercisable or exercisable within 60 days of the date hereof, in the amount and on the terms reported on each of Messrs Huff, McGaughty, Jr. and Rose's Form 4 filings with respect to the Issuer, as amended. The Support Agreements do not provide the reporting person with a pecuniary interest in the Class A Shares underlying such Options and as such the reporting person is not a beneficial owner for purposes of Section 16 of the Exchange Act.

Remarks:

	/s/ Wendell Taylor, Assistant Secretary	08/07/2023
	** 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 5 (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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