SEC Form 4 · accession 0001209191-18-058341
Regulus Therapeutics Inc. · RGLS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Pascale Witz
Director
Period of report
Nov 12, 2018
Accepted (ET)
Nov 13, 2018 · 5:32 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001505512
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Nov 12, 2018 | A | 15,833 | — | A | 19,625 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F2,F4,F3 | $17.40 | Nov 12, 2018 | D | 5,000 | D | — | May 30, 2027 | Common Stock | 5,000 | 0 | D |
| Stock Option (Right to Buy)F2,F4,F5 | $8.52 | Nov 12, 2018 | D | 6,250 | D | — | May 16, 2028 | Common Stock | 6,250 | 0 | D |
| Stock Option (Right to Buy)F2,F4,F6 | $8.76 | Nov 12, 2018 | D | 4,583 | D | — | May 31, 2028 | Common Stock | 4,583 | 0 | D |
Explanation of responses
- F1On November 12, 2018, the issuer canceled, pursuant to the issuer's option exchange program, the options listed below in Table II. In exchange for the options cancelled, the reporting person received Restricted Stock Units (RSUs) as reported in this Table I. The RSUs vest ratably on a quarterly basis, such that the the RSUs are fully vested one year after the date of grant, subject to the reporting person's continuous service to Regulus through each vesting date.
- F2Share numbers and exercise price reflect the 12-to-1 reverse stock split of the Issuer's common stock effective October 3, 2018.
- F3One third of the shares subject to the cancelled option would have vested on the one year anniversary of the date of grant and the balance of the shares would have vested in a series of 24 equal monthly installments thereafter, such that the option would have been fully vested on the third anniversary of the date of grant.
- F4On November 12, 2018, the issuer cancelled, pursuant to the issuer's option exchange program, the listed option. In exchange for the options cancelled, the reporting person received the Restricted Stock Units reported above in Table I.
- F5The cancelled option provided for vesting in 12 equal monthly installments commencing on the date of grant.
- F6The cancelled option vested in twelve equally monthly installments, such that the option would have been fully vested one year from the date of grant, or the date of the Company's next annual shareholder meeting, whichever occured first.