Sec Form 4 Filing - BALTIMORE DAVID @ Regulus Therapeutics Inc. - 2018-11-12

Insider filing report for Changes in Beneficial Ownership
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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
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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1. Name and Address of Reporting Person
BALTIMORE DAVID
2. Issuer Name and Ticker or Trading Symbol
Regulus Therapeutics Inc. [ RGLS]
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)
C/O REGULUS THERAPEUTICS INC., 10614 SCIENCE CENTER DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
11/12/2018
(Street)
SAN DIEGO, CA92121
4. If Amendment, Date Original Filed (MM/DD/YY)
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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Common Stock 11/12/2018 A 40,339 A 44,131 ( 2 ) D
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $ 4.56 11/12/2018 D 10,625 ( 2 ) ( 3 ) 01/01/2019 Common Stock 10,625 ( 2 ) ( 4 ) 0 D
Stock Option (Right to Buy) $ 4.56 11/12/2018 D 1,875 ( 2 ) ( 3 ) 01/01/2019 Common Stock 1,875 ( 2 ) ( 4 ) 0 D
Stock Option (Right to Buy) $ 4.56 11/12/2018 D 625 ( 2 ) ( 3 ) 12/01/2019 Common Stock 625 ( 2 ) ( 4 ) 0 D
Stock Option (Right to Buy) $ 4.56 11/12/2018 D 1,458 ( 2 ) ( 3 ) 12/01/2019 Common Stock 1,458 ( 2 ) ( 4 ) 0 D
Stock Option (Right to Buy) $ 20.88 11/12/2018 D 625 ( 2 ) ( 3 ) 01/02/2021 Common Stock 625 ( 2 ) ( 4 ) 0 D
Stock Option (Right to Buy) $ 20.88 11/12/2018 D 1,458 ( 2 ) ( 3 ) 01/02/2021 Common Stock 1,458 ( 2 ) ( 4 ) 0 D
Stock Option (Right to Buy) $ 31.92 11/12/2018 D 625 ( 2 ) ( 3 ) 02/08/2022 Common Stock 625 ( 2 ) ( 4 ) 0 D
Stock Option (Right to Buy) $ 31.92 11/12/2018 D 1,458 ( 2 ) ( 3 ) 02/08/2022 Common Stock 1,458 ( 2 ) ( 4 ) 0 D
Stock Option (Right to Buy) $ 111.84 11/12/2018 D 416 ( 2 ) ( 3 ) 06/09/2023 Common Stock 416 ( 2 ) ( 4 ) 0 D
Stock Option (Right to Buy) $ 111.84 11/12/2018 D 1,458 ( 2 ) ( 3 ) 06/09/2023 Common Stock 1,458 ( 2 ) ( 4 ) 0 D
Stock Option (Right to Buy) $ 74.64 11/12/2018 D 1,458 ( 2 ) ( 3 ) 05/21/2024 Common Stock 1,458 ( 2 ) ( 4 ) 0 D
Stock Option (Right to Buy) $ 74.64 11/12/2018 D 416 ( 2 ) ( 3 ) 05/21/2024 Common Stock 416 ( 2 ) ( 4 ) 0 D
Stock Option (Right to Buy) $ 120.24 11/12/2018 D 1,458 ( 2 ) ( 3 ) 06/08/2025 Common Stock 1,458 ( 2 ) ( 4 ) 0 D
Stock Option (Right to Buy) $ 74.4 11/12/2018 D 3,051 ( 2 ) ( 3 ) 05/31/2026 Common Stock 3,051 ( 2 ) ( 4 ) 0 D
Stock Option (Right to Buy) $ 17.4 11/12/2018 D 2,500 ( 2 ) ( 3 ) 05/30/2027 Common Stock 2,500 ( 2 ) ( 4 ) 0 D
Stock Option (Right to Buy) $ 8.52 11/12/2018 D 6,250 ( 2 ) ( 5 ) 05/15/2028 Common Stock 6,250 ( 2 ) ( 4 ) 0 D
Stock Option (Right to Buy) $ 8.76 11/12/2018 D 4,583 ( 2 ) ( 6 ) 05/31/2028 Common Stock 4,583 ( 2 ) ( 4 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BALTIMORE DAVID
C/O REGULUS THERAPEUTICS INC.
10614 SCIENCE CENTER DRIVE
SAN DIEGO, CA92121
X
Signatures
Christopher Aker, Attorney in Fact 11/13/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On 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.
( 2 )Share numbers and exercise price reflect the 12-to-1 reverse stock split of the Issuer's common stock effective October 3, 2018.
( 3 )The shares subject to the cancelled option were fully vested.
( 4 )On November 12, 2018, the issuer canceled, pursuant to the issuer's option exchange program, the listed option. In exchange for the options cancelled, the reporting person received Restricted Stock Units as reported above in Table I.
( 5 )The cancelled option provided for vesting in 12 equal monthly installments commencing on the date of grant.
( 6 )The cancelled option provided for vesting in twelve equally monthly installments, such that the option would be fully vested one year from the date of grant, or the date of the Company's next annual shareholder meeting, whichever occurred first.

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