Crispina Calsada - 25 Jun 2025 Form 4 Insider Report for Regulus Therapeutics Inc. (RGLS)

Reporting relationship: Chief Financial Officer
Issuer ticker: RGLS
Reported as of: 25 Jun 2025
Net transaction value: $0
SEC form: 4
Accepted by SEC: 27 Jun 2025, 16:58:38 UTC
Prior SEC filing: 31 Jan 2025
Source filing: View source filing
Reporting owner signature: /s/ Christopher Aker, Attorney-in-Fact

Key filing fact

Crispina Calsada filed Form 4 for Regulus Therapeutics Inc. (RGLS) on 27 Jun 2025.

Key facts

This page summarizes Crispina Calsada's Form 4 filing for Regulus Therapeutics Inc. (RGLS).
11 reported transactions and 10 derivative rows are listed below.
Accepted by SEC: 27 Jun 2025, 16:58.

Change

Previous filing in this sequence was filed on 31 Jan 2025.
Current net transaction value: $0.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reporting Owners (1)

CIK 0001606833 Primary reporting owner

CALSADA CRISPINA

Relationship: Chief Financial Officer
Address: C/O REGULUS THERAPEUTICS INC., 4224 CAMPUS POINT CT., #210, SAN DIEGO
Signature: /s/ Christopher Aker, Attorney-in-Fact
Signature date: 27 Jun 2025

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

RGLS transaction

Common Stock

Disposed to Issuer

Transaction value
Shares: -140,228
Change %: -100%
Price
Shares after: 0
Date: 25 Jun 2025
Ownership: Direct
Footnotes: F1, F2, F3

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

RGLS transaction Derivative

Stock Option

Disposed to Issuer

Transaction value
Shares: -10,000
Change %: -100%
Price
Shares after: 0
Date: 25 Jun 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 10,000
Exercise price: $6.20
Footnotes: F1, F2, F4

RGLS transaction Derivative

Stock Option

Disposed to Issuer

Transaction value
Shares: -21,000
Change %: -100%
Price
Shares after: 0
Date: 25 Jun 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 21,000
Exercise price: $6.40
Footnotes: F1, F2, F4

RGLS transaction Derivative

Stock Option

Disposed to Issuer

Transaction value
Shares: -15,000
Change %: -100%
Price
Shares after: 0
Date: 25 Jun 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 15,000
Exercise price: $13.10
Footnotes: F1, F2, F5

RGLS transaction Derivative

Stock Option

Disposed to Issuer

Transaction value
Shares: -48,000
Change %: -100%
Price
Shares after: 0
Date: 25 Jun 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 48,000
Exercise price: $2.60
Footnotes: F1, F2, F4

RGLS transaction Derivative

Stock Option

Disposed to Issuer

Transaction value
Shares: -5,000
Change %: -100%
Price
Shares after: 0
Date: 25 Jun 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 5,000
Exercise price: $13.10
Footnotes: F1, F2, F5

RGLS transaction Derivative

Stock Option

Disposed to Issuer

Transaction value
Shares: -45,000
Change %: -100%
Price
Shares after: 0
Date: 25 Jun 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 45,000
Exercise price: $1.48
Footnotes: F1, F2, F4

RGLS transaction Derivative

Stock Option

Disposed to Issuer

Transaction value
Shares: -375,000
Change %: -100%
Price
Shares after: 0
Date: 25 Jun 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 375,000
Exercise price: $1.36
Footnotes: F1, F2, F4

RGLS transaction Derivative

Stock Option

Disposed to Issuer

Transaction value
Shares: -85,000
Change %: -100%
Price
Shares after: 0
Date: 25 Jun 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 85,000
Exercise price: $1.30
Footnotes: F1, F2, F4

RGLS transaction Derivative

Stock Option

Disposed to Issuer

Transaction value
Shares: -462,000
Change %: -100%
Price
Shares after: 0
Date: 25 Jun 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 462,000
Exercise price: $2.01
Footnotes: F1, F2, F4

RGLS transaction Derivative

Stock Option

Disposed to Issuer

Transaction value
Shares: -562,500
Change %: -100%
Price
Shares after: 0
Date: 25 Jun 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 562,500
Exercise price: $1.00
Footnotes: F1, F2, F4

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Crispina Calsada is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 5 footnotes

Footnote F1

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.

Footnote F2

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.

Footnote F3

Pursuant to the terms of the Merger Agreement, (i) each Share was converted into the right to receive the Offer Price and (ii) each performance stock unit ("PSU") was canceled and converted into the right to receive (A) an amount in cash (without interest) equal to the product obtained by multiplying (x) the aggregate number of Shares underlying such PSU immediately prior to the Effective Time by (y) the Closing Amount plus (B) one CVR with respect to each such Share subject to such PSU immediately prior to the Effective Time. The 83,500 PSUs reported herein were unintentionally omitted from previous Form 4 filings made by the Reporting Person following the achievement of the performance-based vesting conditions applicable thereto.

Footnote F4

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.

Footnote F5

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).