Sec Form 4 Filing - Aker Christopher Ray @ Regulus Therapeutics Inc. - 2019-05-14

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 Aker Christopher Ray 2. Issuer Name and Ticker or Trading Symbol Regulus Therapeutics Inc. [ RGLS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Sr. VP & General Counsel (Last) (First) (Middle) C/O REGULUS THERAPEUTICS INC., 10628 SCIENCE CENTER DR., #100 3. Date of Earliest Transaction (MM/DD/YY) 05/14/2019 (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 05/14/2019 A 38,512 ( 1 ) A $ 0 66,259 D Common Stock 05/15/2019 S( 2 ) 6,950 D $ 1.4095 59,309 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) $ 0.95 05/14/2019 A 7,500 05/14/2019( 3 ) 02/04/2029 Common Stock 7,500 $ 0 7,500 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Aker Christopher Ray C/O REGULUS THERAPEUTICS INC. 10628 SCIENCE CENTER DR., #100 SAN DIEGO, CA92121 Sr. VP & General Counsel Signatures Christopher Aker 05/16/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On November 11, 2018, the reporting person was granted Restricted Stock Units in the Company's tender offer. The RSUs vest only upon the achievement of a performance-based milestone. The performance criteria were met, resulting in vesting of the RSUs. Upon achievement of the milestone, 50% of the RSU subject to the milestone immediately vest, with the remaining RSUs vesting quarterly in the 24 months following the vesting commencement date. ( 2 )The sales reported on this Form 4 represent shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of Restricted Stock Units (RSUs) received by the Reporting Person on 5/14/2019. These sales are made pursuant to an existing 10b5-1 plan under which the Reporting Person has irrevocably elected to satisfy the tax obligations through this sale and do not represent discretionary trades by the Reporting Person. ( 3 )On February 5, 2019, the reporting person was granted an option to purchase the number of shares of common stock set forth in Box 5. The option vests only upon the achievement of a performance-based milestone. The performance criteria were met, resulting in vesting of the option. Upon achievement of the milestone, 50% of the options subject to the milestone immediately vest, with the remaining options vesting in 24 equal monthly installments following the vesting commencement 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 4(b)(v).

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