SEC Form 4 · accession 0001209191-18-058342

Regulus Therapeutics Inc. · RGLS

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Hugh Rosen

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 Stock^F1,F2	Nov 12, 2018	A	19,245	—	A	22,756	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Option (Right to Buy)^F2,F4,F3	$74.40	Nov 12, 2018	D	5,912	D	—	May 31, 2026	Common Stock	5,912	D
Stock Option (Right to Buy)^F2,F4,F5	$17.40	Nov 12, 2018	D	2,500	D	—	May 30, 2027	Common Stock	2,500	D
Stock Option (Right to Buy)^F2,F4,F6	$8.52	Nov 12, 2018	D	6,250	D	—	May 16, 2028	Common Stock	6,250	D
Stock Option (Right to Buy)^F2,F4,F7	$8.76	Nov 12, 2018	D	4,583	D	—	May 31, 2028	Common Stock	4,583	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 shares subject to the cancelled option were fully vested.
F6The cancelled option provided for vesting in 12 equal monthly installments commencing on the date of grant.
F7The 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.