[Form 4] Regulus Therapeutics Inc. Insider Trading Activity

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SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

BALTIMORE DAVID

(Last) (First) (Middle)

C/O REGULUS THERAPEUTICS INC.

4224 CAMPUS POINT CT., #210

(Street)

SAN DIEGO CA 92121

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
06/25/2025

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	06/25/2025		U(1)(2)		27,377	D	(3)	57,292	D
Common Stock	06/25/2025		D(1)(2)		57,292	D	(4)	0	D
Common Stock	06/25/2025		U(1)(2)		5,208	D	(3)	57,292	I	By Spouse
Common Stock	06/25/2025		D(1)(2)		57,292	D	(4)	0	I	By Spouse

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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	$6.4	06/25/2025		D(1)(2)			4,650	(5)	(5)	Common Stock	4,650	(5)	0	D
Stock Option	$8.8	06/25/2025		D(1)(2)			2,325	(6)	(6)	Common Stock	2,325	(6)	0	D
Stock Option	$9.9	06/25/2025		D(1)(2)			4,000	(6)	(6)	Common Stock	4,000	(6)	0	D
Stock Option	$2.7	06/25/2025		D(1)(2)			9,000	(5)	(5)	Common Stock	9,000	(5)	0	D
Stock Option	$1.45	06/25/2025		D(1)(2)			30,000	(5)	(5)	Common Stock	30,000	(5)	0	D
Stock Option	$1.36	06/25/2025		D(1)(2)			15,000	(5)	(5)	Common Stock	15,000	(5)	0	D
Stock Option	$2.01	06/25/2025		D(1)(2)			30,000	(5)	(5)	Common Stock	30,000	(5)	0	D
Stock Option	$2.01	06/25/2025		D(1)(2)			60,000	(5)	(5)	Common Stock	60,000	(5)	0	D
Stock Option	$9.9	06/25/2025		D(1)(2)			4,000	(6)	(6)	Common Stock	4,000	(6)	0	I	By Spouse
Stock Option	$2.7	06/25/2025		D(1)(2)			9,000	(5)	(5)	Common Stock	9,000	(5)	0	I	By Spouse
Stock Option	$1.45	06/25/2025		D(1)(2)			30,000	(5)	(5)	Common Stock	30,000	(5)	0	I	By Spouse
Stock Option	$1.36	06/25/2025		D(1)(2)			15,000	(5)	(5)	Common Stock	15,000	(5)	0	I	By Spouse
Stock Option	$2.01	06/25/2025		D(1)(2)			30,000	(5)	(5)	Common Stock	30,000	(5)	0	I	By Spouse
Stock Option	$2.01	06/25/2025		D(1)(2)			60,000	(5)	(5)	Common Stock	60,000	(5)	0	I	By Spouse

Explanation of Responses:

1. This Form 4 reports securities disposed pursuant to that certain Agreement and Plan of Merger, dated as of April 29, 2025 (the "Merger Agreement"), by and among Regulus Therapeutics Inc. (the "Issuer"), Redwood Merger Sub Inc. ("Merger Sub"), a wholly owned, indirect subsidiary of Novartis AG ("Parent"), and Parent. Pursuant to the Merger Agreement, Merger Sub completed a cash tender offer to acquire all of the issued and outstanding shares of common stock of the Issuer, par value $0.001 (the "Shares"), in exchange for (a) $7.00 in cash per Share (the "Closing Amount"), subject to any applicable withholding and without interest thereon, plus (b) one contingent value right (each, a "CVR") per Share.

2. Each CVR represents the right to receive one contingent payment of $7.00 in cash (the Closing Amount and one CVR, collectively, the "Offer Price"), subject to any applicable withholding and without interest thereon, upon the achievement of the milestone specified in, and on the other terms and subject to the other conditions set forth in, that certain CVR Agreement entered into between Parent and a rights agent. Effective as of June 25, 2025, Merger Sub merged with and into the Issuer (the "Effective Time"), with the Issuer continuing as the surviving corporation and as a wholly owned subsidiary of Parent.

3. Pursuant to the terms of the Merger Agreement, each Share was tendered in exchange for the Offer Price.

4. Pursuant to terms of the Merger Agreement, each restricted stock unit that was subject to vesting or forfeiture conditions that was outstanding immediately prior to the Effective Time was automatically canceled and terminated and converted into the right to receive (i) an amount in cash (without interest and subject to applicable withholding) equal to the product obtained by multiplying (A) the aggregate number of Shares underlying such restricted stock unit immediately prior to the Effective Time by (B) the Closing Amount, plus (ii) one CVR with respect to each Share subject to such restricted stock unit immediately prior to the Effective Time.

5. Pursuant to terms of the Merger Agreement, each stock option that was outstanding and unexercised immediately prior to the Effective Time with a per Share exercise price less than the Closing Amount (each, an "In-the-Money Option") was automatically canceled and terminated and converted into the right to receive (i) a payment in cash (without interest and subject to applicable withholding), if any, equal to the product obtained by multiplying (A) the aggregate number of Shares underlying such In-the-Money Option immediately prior to the Effective Time by (B) an amount equal to the Closing Amount less the per Share exercise price of such In-the-Money Option plus (ii) one CVR with respect to each Share subject to such In-the-Money Option immediately prior to the Effective Time.

6. Pursuant to terms of the Merger Agreement, each stock option that was outstanding and unexercised with a per Share exercise price equal to or greater than the Closing Amount but less than $14.00 (each, an "Out-of-the-Money Option") was automatically canceled and terminated and converted into the right to receive one CVR with respect to each Share subject to such Out-of-the-Money Option immediately prior to the Effective Time, and therefore may become entitled to receive, as of the date of the Milestone Payment (as defined in the Merger Agreement), an amount in cash (without interest and subject to applicable withholding), if any, equal to the product obtained by multiplying (i) the aggregate number of CVRs received in respect of such Out-of-the-Money Option by (ii) an amount equal to $14.00, less the per Share exercise price of such Out-of-the-Money Option (provided if no Milestone Payment is made, then no payments will be made with respect to any Out-of-the-Money Option).

	/s/ Christopher Aker, Attorney-in-Fact	06/27/2025
	** 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 4 (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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